UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

PRIMORIS SERVICES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

A Message from Our Chairman


	“~~We are committed~~With a continued focus on operational productivity, talent development, and a robust project mix that aligns with market demands, Primoris is well-positioned to ~~delivering long-term shareholder value through~~profitably grow as we facilitate the modernization of North America’s infrastructure. Through safe and consistent execution, of our ~~strategy while staying true to our core values. These include supporting the growing needs of our communities by building~~teams are delivering critical work that supports economic growth, spearheads a sustainable ~~infrastructure safely with innovation, quality~~future, and ~~exceptional service.~~provides shareholder value.”

DEAR STOCKHOLDERS:

On behalf of the Board of Directors, I am pleased to invite you to attend the ~~2023~~2024 Annual Meeting of Stockholders of Primoris Services Corporation, a Delaware corporation ~~(Nadsaq:~~(NYSE: PRIM), to be held on Wednesday, May ~~3, 2023,~~1, 2024, at 9:00 a.m. Central Time. ~~This year we are holding the meeting away from our Dallas headquarters and a virtual-only meeting was determined to be the best use of financial resources while ensuring ease of~~

We will provide virtual access to the meeting for all stockholders to participate. On March 24, 2023, Primoris announced that it will transfer the listing of its common stock from The Nasdaq Stock Market LLC (“Nasdaq”) to the New York Stock Exchange (“NYSE”). Primoris expects that its common stock will commence trading on the NYSE at market open on April 4, 2023 under its current ticker symbol “PRIM”. The Company’s common stock will continue to trade on Nasdaq until market close on April 3, 2023. The transfer is expected to be seamless and no action is required by investors and stockholders in Primoris.

meeting. To participate, ~~virtually,~~ register at https://www.viewproxy.com/Primoris/~~2023/~~2024/ by 11:59 p.m. Central Time on April ~~28, 2023.~~26, 2024. You will need to enter your information, including the control number from your proxy card or voting instruction form, to receive a password to attend the meeting.

As always, we encourage you to vote your shares prior to the Annual Meeting by completing and returning the enclosed proxy card.

During the Annual Meeting, we will discuss each item of business described in the accompanying Notice of the ~~2023~~2024 Annual Meeting of Stockholders and Proxy Statement. We encourage you to read these materials and the Annual Report to Stockholders on SEC Form 10-K carefully. A copy of the Annual Report is included in this mailing. These materials are also available on our website at www.prim.com.

Your vote is important to ensure the presence of a quorum, whether or not you plan to attend the meeting. Please ensure that your shares are represented and voted by signing, dating and promptly mailing your enclosed proxy card. If you attend the Annual Meeting of Stockholders virtually, you will have the right to vote during the meeting if you so desire. If you hold your shares through an account with a broker, nominee, fiduciary or other custodian, please follow the instructions you receive from them to vote your shares.

Thank you for your ongoing support of and continued interest in Primoris Services Corporation.

By Order of the Board of Directors,

David L. King
Chairman of the Board

TABLE OF CONTENTS

Notice of the ~~2023~~2024
Annual Meeting of Stockholders

March ~~24, 2023~~22, 2024

TO OUR STOCKHOLDERS:

The ~~2023~~2024 Annual Meeting of Stockholders of Primoris Services Corporation, a Delaware corporation, will be held virtually on Wednesday, May ~~3, 2023,~~1, 2024, at 9:00 a.m., Central Time.

Only stockholders that owned shares of our Common Stock at the close of business on March ~~13, 2023~~11, 2024 are entitled to vote at the Annual Meeting. A list of our stockholders will be made available at our principal executive offices at 2300 N. Field Street, Suite 1900, Dallas, Texas 75201 during ordinary business hours for ten days prior to the Annual Meeting. The list will also be available for the duration of the virtual meeting via a secure link provided to stockholders who register to attend the virtual meeting.

At the Annual Meeting, we will consider the following proposals, which are described in detail in the accompanying Proxy Statement:

to elect nine ~~directors~~Directors to hold office for a one-year term expiring at the Annual Meeting of Stockholders to be held in ~~2024~~2025 or until a successor is qualified and elected;

~~the~~to approve, in an advisory, non-binding vote, ~~approving the Company’s named executive officer compensation program;~~

~~the advisory, non-binding vote on the frequency of advisory votes on~~ the Company’s named executive officer compensation;

4.3.

to ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023;~~

~~to approve adoption of the Company’s 2023 Equity Incentive Plan;~~2024; and

6.4.

to transact such other business as may properly come before the Annual Meeting and all adjournments or postponements thereof.

Attending the Annual Meeting Virtually

We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and ~~money, especially as physical attendance at meetings has dwindled.~~money. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of our Board of Directors or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in to the extent relevant to the business of the Annual Meeting, as time permits.

Both stockholders of record and stockholders who hold their shares in “street name” will need to register to be able to attend the Annual Meeting via live audio webcast, submit their questions, and vote their shares electronically at the Annual Meeting by following the instructions below. Questions by stockholders can also be submitted via the meeting website in advance of the Annual Meeting, in addition to during the Annual Meeting.

		WHEN IS THE MEETING?
		Wednesday, May ~~3, 2023,~~1, 2024, at 9:00 a.m., Central Time HOW DO I ACCESS THE VIRTUAL MEETING?
		Log in at https://www.viewproxy.com/Primoris/~~2023/~~ 2024/vm and use the password you received via the registration confirmation email and the control number found on your proxy card
		WHO CAN VOTE?
		Only stockholders that owned shares of our Common Stock at the close of business on March ~~13, 2023~~11, 2024 are entitled to vote

TABLE OF CONTENTS

If you are a stockholder of record, you must:

		• Register at https://www.viewproxy.com/Primoris/~~2023/~~2024/ by 11:59 p.m. Central Time on April ~~28, 2023.~~26, 2024. You will need to enter your name, phone number, control number (which is included on your proxy card), and email address as part of the registration process, following which you will receive an email confirming your registration and providing your password to attend the Annual Meeting.
		• On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in at https://www.viewproxy.com/Primoris/~~2023/~~2024/vm and using the password you received via the registration confirmation email and the control number found on your proxy card.
		• 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.

If your shares are held in “street name”, you must:

		• Obtain a legal proxy from your broker, bank, or other nominee.
		• Register at https://www.viewproxy.com/Primoris/~~2023/~~2024/ by 11:59 p.m. Central Time on April ~~28, 2023.~~26, 2024. You will need to enter your name, phone number, and email address and provide a copy of the legal proxy (which may be uploaded to the registration website or emailed to VirtualMeeting@viewproxy.com) as part of the registration process, following which you will receive an email confirming your registration and providing your password and virtual control number to attend the Annual Meeting. Please note that if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting, but you will be unable to vote your shares electronically during the Annual Meeting.
		• On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in at https://www.viewproxy.com/Primoris/~~2023/~~2024/vm and using the password you received via the registration confirmation email and the virtual control number assigned to you in the registration confirmation email.
		• 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.

Technical Difficulties

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. Please be sure to check in by 8:30 a.m. Central Time on May ~~3, 2023,~~1, 2024, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live audio webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

PLEASE VOTE PROMPTLY—YOUR PROXY IS REVOCABLE AND YOU MAY VOTE ~~IN PERSON~~VIRTUALLY AT THE MEETING IF YOU WISH.

References to “Primoris”, the “Company”, “we”, “us” or “our” in this Notice and the accompanying Proxy Statement refer to Primoris Services Corporation and its subsidiaries and affiliates, unless otherwise indicated.

				By Order of the Board of Directors,

				John M. Perisich Executive Vice President, Chief Legal and Administrative Officer and Secretary

This Notice of the 2024 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made
available, as the case may be, on or about March 22, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May ~~3, 2023~~1, 2024: This Proxy Statement and our Annual Report are available free of charge at https://www.cstproxy.com/Primoris/~~2023,~~2024, a site that does not have “cookies” that identifies visitors to the site.

TABLE OF CONTENTS

SUMMARY		1
Voting Matters, Vote Recommendations and Rationale		1
~~2022~~2023 Business Highlights		4
Our Compensation Highlights		5
Corporate Governance Highlights		6
~~Environmental Social Governance~~Corporate Responsibility Highlights		7

PROPOSAL 1	ELECTION OF DIRECTORS	1012
General Information		1012
Recommendation of the Board of Directors		1012
Information Regarding Director Nominees		1113

PROPOSAL 2	ADVISORY, NON-BINDING VOTE APPROVING THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION	21
~~General Information~~		21
~~Recommendation of the Board of Directors~~		21

~~PROPOSAL 3~~	TO APPROVE, IN AN ADVISORY, NON-BINDING VOTE, ON THE ~~FREQUENCY OF ADVISORY VOTES ON~~COMPANY’S NAMED EXECUTIVE ~~EXECUTIVE~~ OFFICER COMPENSATION	22
~~General Information~~		22
~~Recommendation of the Board of Directors~~		22

~~PROPOSAL 4~~	~~RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	23
General Information		23
Recommendation of the Board of Directors		23

PROPOSAL 53	~~APPROVAL~~RATIFICATION OF ~~THE 2023 EQUITY INCENTIVE PLAN~~SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	24
General Information		24
Recommendation of the Board of Directors		3124
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS		3225
Board Independence		3326
Board Structure and Committee Composition		3326
Committees of the Board		3528
Board Role in Risk Oversight		3831
Selection of Board Nominees		3831
Annual Board and Committee Evaluations		4033
Code of Conduct		4033
Director Access to Officers, Employees, and Information		33
Policy Regarding Director Attendance at Annual Meetings of Stockholders		4033
~~Stockholder~~ Communications with the Board of Directors		4033
Hiring Independent Auditors		34
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		4235
DIRECTOR COMPENSATION		4336
STOCK OWNERSHIP		4538
Security Ownership of 5% or Greater Stockholders, Directors, Director Nominees and Executive Officers		4538
Delinquent Section 16(a) Reports		39
INFORMATION ABOUT AUDIT FEES AND SERVICES		4740
Independent Registered Public Accounting Firm Fees and Services		4740
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm		4740
AUDIT COMMITTEE REPORT		41
EXECUTIVE ~~OFFICER INFORMATION~~LEADERSHIP		4942
EXECUTIVE COMPENSATION		5043
Compensation Discussion and Analysis		5043
Net Income Component		5548
New Business Generated Component		5548
Cash Management Component		5649
Safety Performance Component		5750
Cumulative Net Income Component		51
Operating Margin Percentage Component		51
Other Compensation Items		5852
Employment Agreements for Named Executive Officers		5953

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

Voting Matters, Vote Recommendations and Rationale

	Voting Matter			Board Voting Recommendation
	Proposal 1: Election of Directors The Board believes that each of the ~~director~~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 ~~10)~~12)
	Proposal 2: To Approve, in an 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~~interest of the Company and its stockholders.			~~FOR~~
	~~Proposal 5: Approval of the 2023 Equity Incentive Plan~~ ~~The Board believes equity awards granted under the 2023 Equity Incentive Plan will help attract, motivate and retain talented employees and align employee and stockholder interests.~~			FOR

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 1

TABLE OF CONTENTS

Proxy Statement Summary

How to Vote

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://www.viewproxy.com/Primoris/2023/vm using the password you received via the registration confirmation email and the control number found on your proxy card.

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~~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 electronically at the Annual Meeting.

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://www.viewproxy.com/Primoris/~~2023/~~2024/vm using the password you received via the registration confirmation email and the virtual control number assigned to you in the registration confirmation email.

You can then vote via the link provided during the Annual Meeting while the polls are open. You will need your virtual control number assigned to you in the registration confirmation email.

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

~~Primoris Services Corporation is~~Built on a ~~leading specialty contractor providing critical~~foundation of trust, we deliver a range of infrastructure services ~~to the utility~~that power, connect, and energy markets throughout the United States and Canada. The Company supports a diversified base of blue-chip customers with engineering, procurement, construction, and maintenance services. A focus on multi-year master service agreements and an expanded presence in higher-margin, higher-growth markets such asenhance society. On projects spanning utility-scale solar, ~~facility installations, renewable fuels,~~renewables, power delivery, ~~systems~~communications, and ~~communications~~transportation infrastructure, ~~have also increased the Company’s potential for long-term growth.~~we offer unmatched value to our clients, a safe and entrepreneurial culture to our employees, and innovation and excellence to our communities.

2 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proxy Statement Summary

OUR
HISTORY

The Company’s roots go back to 1960 with the founding of ARB, Inc. ~~(“ARB”)~~, a Bakersfield, California, pipeline construction company. ARB, Inc. met the growing demand for energy infrastructure that accompanied the mid-century oil boom in the west and quickly established a reputation for great quality and reliability. ~~ARB’s~~ARB, Inc.’s work and reputation fueled significant growth and laid the foundation for Primoris, which is today one of the largest ~~specialty~~infrastructure contractors in the country.

Primoris was formed in 2003 and it became a Delaware public company in July 2008 when it merged with a special purpose acquisition company (a non-operating shell company). Since that time, the Company has grown organically and through strategic acquisitions, which has allowed it to expand its service capabilities and geographic footprint. Primoris trades on the New York Stock Exchange (“NYSE”) under the ticker symbol PRIM.

OUR
PEOPLE

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, ~~2022,~~2023, Primoris employed ~~2,509~~2,773 salaried employees and ~~10,293~~11,285 hourly employees. (The total number of hourly personnel employed varies based on the volume of work in progress.)

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, ~~2022,~~2023, the Company’s TRIR was ~~0.5,~~0.46, compared to an industry average of ~~2.5~~2.4 per the most recent U.S. Bureau of Labor construction industry statistics.

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 3

TABLE OF CONTENTS

Proxy Statement Summary

~~2022~~2023 Business Highlights

	Primoris ~~navigated through inflation, supply chain~~experienced another solid year in 2023, delivering revenue growth for the eighth consecutive year and ~~pipeline permitting challenges, while maintaining its high standards~~backlog growth for ~~quality~~a third consecutive year. The Company’s revenue for 2023 was $5.7 billion, which was up more than 29% from the previous year, driven by strong growth in both the Utilities and ~~safety performance in 2022. The Company expanded its power delivery capabilities through~~Energy segments.
	Our Utilities segment grew both Master Service Agreement (“MSA”) and non-MSA revenue during the ~~purchase of PLH, grew its communications business both organically and through~~year due to the acquisition of ~~B Comm,~~PLH Group, Inc. (“PLH”) in August of 2022 and ~~expanded its presence~~an increased focus on performing more transmission and substation project work. Gross profit margins were slightly lower than the previous year as we experienced some higher costs on projects inherited from PLH and continued to update certain contracts to current market rates. Our Energy segment had another robust year of renewables growth for utility-scale solar projects and a recovery in ~~the renewables market. Primoris wrapped up the year with a strong fourth quarter, reflecting the momentum that we built throughout~~pipeline activity compared to 2022.
	~~The Company’s revenue for 2022 was $4.4~~During the year we were awarded almost $7.5 billion ~~for~~of work which resulted in ending the ~~full~~ year driven by its Energy/Renewables segment revenue, which was up 48%, and its Utilities Segment revenue, which was up 22%, in each case over the same period last year. The Company’s full year net income was $133.0 million, up 15% compared to 2021. Primoris ended 2022 with ~~an earnings per share (“EPS”)~~$10.9 billion of ~~$2.47.~~
	~~Primoris entered 2023 with a record~~total backlog, ~~of $5.5 billion,~~ an increase of 37approximately 20 percent ~~over~~from the ~~prior year.~~year end of 2022. This includes a fixed backlog of ~~$3.6~~$5.2 billion and a master service agreement (“MSA”) backlog of ~~$1.9~~$5.7 billion. These awards came across many of our businesses and have positioned the Company well for growth in 2024.
	The Company’s full year net income was $126.1 million, or $2.33 per fully diluted share, a slight decline from the previous year due to higher interest expense and effective tax rate. The higher interest expense was a result of higher average debt balances from our acquisition of PLH and rising interest rates. The higher tax expense was due to tax benefits recognized on capital losses in 2022 and the expiration in 2023 of a temporary law allowing full deductibility of per diem expenses in 2021 and 2022. However, operating income increased almost 30 percent to $253.1 million and cash flow from operations increased to nearly $200 million in 2023.

Record revenue for the eighth consecutive year, up 29 percent from 2022 to $5.7 billion

Closed 2023 with record backlog for the third consecutive year, an increase of approximately 20 percent from 2022 to $10.9 billion

Strong safety performance year with total recordable incident rate of 0.46, well below industry average of 2.4

Rapidly growing utility scale solar engineering, procurement and construction franchise with approximately $1.8 billion in announced projects in 2023

Cash flow from operations of $198 million

4 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proxy Statement Summary

Our Compensation Highlights

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

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~~Directors and executive officers
		•			No excessive perquisites
		•			No strict benchmarking of compensation to a specific percentile of our peer group

Annual Incentive Plan

The Company’s annual incentive plan for senior leadership and executives is designed to provide annual awards payable in cash based on the performance award formula below:

Performance Award Formula

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 5

TABLE OF CONTENTS

Proxy Statement Summary

Corporate Governance Highlights

We believe that good corporate governance practices enable us to meet financial, operational, and strategic objectives, while advancing the long-term interests of our stockholders and promoting accountability and responsiveness amongst the Board and corporate management team.

				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

Proposed Board Overview

	Independence			Tenure			Age			Gender and Ethnic Diversity

The following table provides summary information about each ~~director~~Director nominee.

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,
Evalueserve

2022

Michael E. Ching

Former Global Head of Investment Research practice, Evalueserve

2022

Stephen C. Cook (Lead Independent Director)

President and principal stockholder, Fieldstone
Partners

2008

Stephen C. Cook (Lead Independent Director)

President and principal stockholder, Fieldstone
Partners

2008

David L. King (Chairman of the Board)

Former Chief Executive Officer, Primoris Services Corporation

2015

David L. King (Chairman of the Board)

Former Chief Executive Officer, Primoris Services Corporation

2015

Carla S. Mashinski

Former Chief Financial Officer, Cameron LNG

2019

Carla S. Mashinski

Former Chief Financial Officer, Cameron LNG

2019

Terry D. McCallister

Former Chief Executive Officer,
Chairman WGL Holdings, Inc. and Washington Gas

2020

Terry D. McCallister

Former Chief Executive Officer,
Chairman WGL Holdings, Inc. and Washington Gas

2020

Thomas E. McCormick

President and Chief Executive Officer, Primoris Services Corporation

2019

Thomas E. McCormick

President and Chief Executive Officer, Primoris Services Corporation

2019

Jose R. Rodriguez

Former Senior Audit Partner, KPMG LLP

2021

Jose R. Rodriguez

Former Senior Audit Partner, KPMG LLP

2021

John P. Schauerman

Former Chief Financial Officer, Primoris Services Corporation

2016

John P. Schauerman

Former Chief Financial Officer, Primoris Services Corporation

2016

Patricia K. Wagner

Former Group President of the United States Utilities
Sempra Energy

2020

Patricia K. Wagner

Former Group President of the United States Utilities
Sempra Energy

2020

C = Chair

M = Member

6 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proxy Statement Summary

~~Environmental Social Governance~~Corporate Responsibility Highlights

Primoris Services Corporation (“Primoris” or the “Company”) believes that proactive oversight of ~~Environmental, Social and Governance (“ESG”)~~Corporate Responsibility matters can improve a company’s internal performance as well as have a positive impact on its relationship with all stakeholders—employees, customers, investors, suppliers, and communities.

In 2023 Primoris conducted a Materiality Assessment(1) to ascertain what Corporate Responsibility topics are the most important to our stakeholders and our business.

The purpose of the materiality assessment is to engage internal and external stakeholders on corporate responsibility topics. The findings will allow Primoris to focus on the most meaningful Corporate Responsibility initiatives that will provide maximum impact to the Company’s constituents.

The assessment consisted of three phases: 1) benchmarking, analysis of trends and identification of topics and definitions; 2) interviews with key stakeholders and 3) in-depth analysis and summary of findings.

The list of 20 topics were identified by reviewing peer materiality assessments and sustainability reports, emerging topics, leading Corporate Responsibility reporting frameworks, topics raised as important to stakeholders through other formal and informal engagements, the Company’s Corporate Responsibility strategy and reporting, and topics raised by internal subject matter experts.

The stakeholders engaged were our Board of Directors, executive management team, employees, customers, investors, and suppliers.

Issues were weighted, prioritized, and plotted on the following Materiality Assessment Map according to their relative degree of importance. It is important to note that all issues on the map, regardless of where they fall, are relevant to the Company. We identified 20 topics that are important to our stakeholders, and of these, ten emerged as the most relevant:

	Occupational Health and Safety			Enterprise Risk Management
	Ethics and Integrity			Human Rights
	Corporate Culture			Data Security and Privacy
	Supporting the Energy Transition			Labor Relations
	Employee Attraction, Development, and Retention			Supply Chain Management

(1)

The discussion of materiality or significance, including discussion of material or significant Corporate Responsibility matters as determined in connection with the Materiality Assessment, is not an indication that such information, topics, matters, or issues are material or significant to Primoris’ investors as such terms are defined or construed under the federal securities laws or pursuant to disclosure or reporting requirements under the rules and regulations of the SEC.

2024 PROXY STATEMENT

PRIMORIS | 7

TABLE OF CONTENTS

Proxy Statement Summary

Primoris is proud of our record on ~~environmental, social and governance~~Corporate Responsibility issues. We formalized our focus on these areas in 2020 with the formation of ~~an Environmental, Social & Governance~~a Corporate Responsibility Committee with the support of our Board of Directors and management team. During ~~2022,~~2023, we made progress in ~~each area.~~several areas.

	~~ENVIRONMENT~~SUSTAINABILITY
We are committed to reducing or eliminating negative environmental impacts wherever ~~practical.~~practicable. More than that, we are actively seeking projects that contribute to a lower-carbon future. In ~~2022~~2023, this included ~~$1.2~~$1.8 billion in new solar projects announced with targeted completions over the next ~~several~~few years. These awards helped us to finish the year with approximately $2.4 billion in solar backlog that have us well-positioned to continue growth in utility-scale solar construction. In addition, we have taken on several projects that support the production of biofuels and are working with clients to explore options in hydrogen and carbon capture technology, which are expected to play a role in lowering greenhouse gas emissions. In terms of our own environmental impacts, we have implemented energy-efficient technology in many of our facilities and employ a sustainability framework that helps our renewables customers track and measure the environmental impact of ~~their~~ projects.		Supporting the Energy Transition $~~1.2B~~1.8Bn in new solar project awards announced $2.4Bn in new solar projects ~~announced in 2022~~at year-end 2023

8 | PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Proxy Statement Summary

	COMMUNITY
Our primary social responsibility focus areas include Occupational Health and Safety and Corporate Culture. Focusing on employee programs that address wellness, prosperity and quality of life creates a rewarding, engaging and inclusive workplace. Safety, Health and Wellness. We are committed to the safety, health and wellness of our employees, and we pride ourselves on workplace safety. We track and maintain several key safety metrics, which senior management reviews monthly, and we evaluate management on their ability to provide safe working conditions on job sites and to create a strong safety culture. Lost Time Injury Rate (“LTIR”) tracks the rate of injuries in the workplace which results in the employee having to take a minimum of one full working day away from work. For the year ended December 31, 2023, our LTIR rate was 0.07 compared to an industry average of 1.0 per the most recent U.S. Bureau of Labor construction industry statistics. Total Recordable Incident Rate (“TRIR”) tracks the total number of workplace injuries which rise to the level of Occupational Safety and Health Administration recordability, whether leading to time away from work or not. TRIR is reported as the number of workplace safety incidents per 100 full-time workers during a one-year period. For the year ended December 31, 2023, our TRIR rate was 0.46 compared to an industry average of 2.4 per the most recent U.S. Bureau of Labor construction industry statistics. Compensation and Benefits. As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent. Our compensation programs are generally designed to align employee compensation with market practices and our performance. With respect to our executive officers, business unit management, and other senior leadership, compensation programs consist of both fixed and variable components. The fixed portion is generally set at market levels, with variable compensation designed to reward employees based on Company and individual performance. In connection with these compensation programs, we grant stock-based compensation to management and key personnel at the business unit levels, which we believe helps to align incentives throughout our organization. We also provide additional benefits to our non-union employees, including a Company matched 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, deferred compensation plan, employee stock purchase plan and employee assistance programs. Professional and Career Development. We strive to develop and sustain a skilled labor advantage by providing thorough on-and off-site training programs, project management training, and leadership development programs. We have Company-owned training facilities that support continuous skills training, including several locations where we train electric apprentices to become journeymen. We offer multiple levels of leadership programs designed to meet the needs of our employees and support the development of best-in-class talent. Our five cornerstone programs are Foreman Foundations, Extreme Ownership, Hunt for Leadership Success, Next Level Leadership, and The Leadership Experience. From Foreman Foundations where employees learn the fundamentals of transitioning from a crew member to a crew leader through The Leadership Experience where emerging leaders explore values-based leadership and sharpen their strategic leadership skills, our Learning and Development programs are designed to support Primoris’ vision, mission, and values and promote the growth of our greatest assets, our employees.		0.07 Lost Time Injury Rate (“LTIR”) 0.46 Total Recordable Incident Rate (“TRIR”) 46% of the overall workforce identified as racial minority 12% of the overall workforce identified as female 2,900 vendors recognized as diverse 7 employee resource groups including Primoris Veterans

2024 PROXY STATEMENT

PRIMORIS | 79

TABLE OF CONTENTS

Proxy Statement Summary

~~SOCIAL~~COMMUNITY

Diversity and Inclusion.Our ~~social responsibility focus areas include diversity and inclusion both~~Employee Resource Groups, within the Primoris workforce, and our supply chain, as well as being good corporate citizens in the communities in which we operate. In 2020, we established a Diversity and Inclusion Committee that reports to the Chief Executive Officer. The committee promotes awareness of diversity and inclusion issues and assists in the development of initiatives that drive increased diversity for Primoris. We have standardized diversity and anti-harassment training across business units and are now tracking female and minority representation across the organization. Our newly created Employee Resource Groups promote diversity and inclusion throughout our organization and within the industry. These groups allow our employees to come together based on shared characteristics or life experiences to raise awareness of historically underrepresented employee groups, enhance personal and professional development, create community, and contribute to our vision and values. We have standardized diversity and anti-harassment training across business units and are now tracking female and minority representation across the organization.

Diversity is an important factor in our procurement and subcontracting decision-making. We maintain a Supplier Diversity database that provides the information to manage our ongoing relationship development with small and diverse companies. Our proactive approach includes developing key suppliers and creating strategic alliances with various Diverse Business Enterprise suppliers. Our approach increases diversity while creating long-term value for the supply chain and our core business. We currently work with ~~2,700~~2,900 diverse vendors, representing ~~15%~~17% of our total third party spend.

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.

~~48%~~

of the overall workforce
identified as racial minority

~~12%~~

of the overall workforce
identified as female

~~2,700~~

~~vendors recognized as diverse~~

~~new employee resource groups~~

810 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proxy Statement Summary

	GOVERNANCE
A governance refresh undertaken in 2019 included publication of our Corporate Governance Guidelines and Code of Conduct. Additional actions taken by the Board ~~include~~included Board declassification, establishment of a mandatory ~~board~~Board retirement age of 75, creation of a director stock ownership requirement, and prohibition of hedging and short-selling with Primoris stock. ~~Maintaining security of information~~Primoris has a multi-layered cybersecurity risk management program designed to identify and ~~mitigating against~~mitigate cyber ~~risk is vital~~risks to ~~maintaining~~protect our proprietary information and ensure 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~~, with regular updates to 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. The Audit Committee is briefed quarterly by our Chief Information Officer (“CIO”) on our cybersecurity program, and both the Audit Committee and SSC are notified between such updates regarding significant new cybersecurity threats or incidents. The full Board of Directors also receives regular reports from the Audit Committee. Primoris’ cybersecurity efforts are designed to ensure the safety and security of its customers and employees. The CIO chairs the SSC and oversees Primoris’ cybersecurity risk management program. The CIO is ~~comprised~~directly supported by the head of cybersecurity with relevant expertise and experience. The CIO and head of cybersecurity lead the strategy, ~~experts and maintains~~establish the policies and maintain awareness of threats and vulnerabilities on an ongoing ~~basis.~~basis to prepare Primoris to address cybersecurity risks. Further, ~~the SSC educates~~they educate employees regarding cybersecurity using security awareness training, security bulletins and phishing simulations to reinforce training on a quarterly basis. ~~Cybersecurity~~The Company’s Acceptable Use Policy (“AUP”) is distributed annually to employees for understanding and acknowledgement. The AUP and cybersecurity training isare both made available to all ~~employees~~network users through an online training portal. The National Institute of Science and Technology (“NIST”) Cybersecurity Framework with a Capability Maturity Model Integration overlay is the basis of the Company’s cybersecurity program and determines its maturity. On a regular basis Primoris conducts vulnerability scans and penetration testing and works with ~~a third-party~~multiple third parties 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,~~assessment findings are then disclosed to the Audit Committee ofand SSC to identify areas for improvement and devise related action plans. In recent years, 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 Steering Committee Charter and its Enterprise Risk Management ~~Charter. All~~Charter, all of which are available on the Company’s website.		~~5.2~~6.2 years average tenure of Primoris ~~board~~Board members 78% of Directors are Independent 100% of Committees are chaired by independent ~~directors~~Directors

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 911

TABLE OF CONTENTS

PROPOSAL 1 – ELECTION OF DIRECTORS

General Information

What am I being asked to vote on?

You are being asked to vote to elect nine ~~directors~~Directors to hold office for a one-year term. The experience and qualifications of each ~~director~~Director nominee is included in the biographies in this section.

Each director of the Company’s Board is elected annually to serve a term of one-year. Seven of our current Directors are independent Directors as determined under ~~SEC rules.~~the guidelines for director independence set forth in our Corporate Governance Guidelines and under all applicable NYSE guidelines.

The Company has a mandatory Board retirement policy in its Corporate Governance Guidelines which requires that no person older than 75 years may be appointed to or nominated for a ~~director~~Director position. The Company has no current members who meet these criteria.

The Board of Directors’ Nominating and Corporate Governance Committee recommended to the Board the nomination of each of the ~~director~~Director nominees for election as ~~directors~~Directors for one-year terms expiring at the ~~2024~~2025 Annual Meeting, or until their successors are qualified and elected or their earlier death, resignation or removal. These recommendations were adopted unanimously by the Board. If the nominees become unavailable for any reason, or if any vacancy occurs before the election at the ~~2024~~2025 Annual Meeting (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as the Board may designate.

Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If a quorum is present and entitled to vote on the election of ~~directors,~~Directors, the nominees receiving a plurality of the votes cast will be elected as ~~directors.~~Directors. Abstentions and broker non-votes have no effect on the result of the vote; however, abstentions and broker non-votes will be counted as shares present for purposes of determining the presence of a quorum.

Recommendation of the Board of Directors

Our Board of Directors recommends a vote FOR the election of each of the nine ~~director~~Director nominees as ~~directors~~Directors to hold office until our annual meeting of stockholders to be held in ~~2024~~2025 or until their respective successors are duly elected and qualified or upon their earlier death, resignation or removal.

1012 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proposal 1 – Election of Directors

Information Regarding Director Nominees

The following table sets forth information regarding each Director nominee up for election at the Annual Meeting. There are no family relationships among any Directors, nominees or named executive officers of the Company. To our knowledge, there are no material proceedings to which any Director or executive officer is a party adverse to the Company or has a material interest adverse to the Company.

Name	Position with our Company	Age	Director Since	Name	Position with our Company	Age	Director Since
Michael E. Ching	Independent Director	60	2022	Michael E. Ching	Independent Director	61	2022
Stephen C. Cook	Independent Lead Director	73	2008	Stephen C. Cook	Independent Lead Director	74	2008
David L. King	Director and Chairman of the Board	70	2015	David L. King	Director and Chairman of the Board	71	2015
Carla S. Mashinski	Independent Director	60	2019	Carla S. Mashinski	Independent Director	61	2019
Terry D. McCallister	Independent Director	67	2020	Terry D. McCallister	Independent Director	68	2020
Thomas E. McCormick	Director, President and Chief Executive Officer	60	2019	Thomas E. McCormick	Director, President and Chief Executive Officer	61	2019
Jose R. Rodriguez	Independent Director	64	2021	Jose R. Rodriguez	Independent Director	65	2021
John P. Schauerman	Independent Director	66	2016	John P. Schauerman	Independent Director	67	2016
Patricia K. Wagner	Independent Director	60	2020	Patricia K. Wagner	Independent Director	61	2020

The person named in the enclosed proxy card will vote to elect each of the Director nominees as ~~directors,~~Directors, unless you withhold this authority to vote for the election of any or all of the nominees by marking the proxy to that effect.

Director Nominee Highlights

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 1113

TABLE OF CONTENTS

Proposal 1 – Election of Directors

Director Nominees’ Skills and Experience

Our Board selected the nominees based on their diverse set of skills and experiences, which align with our business strategy and contribute to the effective oversight of Primoris.

Core Qualifications Possessed by all Director Nominees

100%

Highest Integrity

100%

Executive Leadership

100%

Business Acumen

Directors with Additional Skills and Experience

We believe that our Board should consist of individuals reflecting the diversity represented by our employees, customers, and communities in which we operate. The below table provides information related to the composition of our ~~board~~Board members and nominees. ~~Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).~~

Board Diversity Matrix (As of March 2~~4, 2023)~~22, 2024)

Total Number of Directors: 9	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		2		7		0		0
Part II: Demographic Background
African American or Black		0		0		0		0
Alaskan Native or Native American		0		0		0		0
Asian		0		1		0		0

1214 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proposal 1 – Election of Directors

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~~2024 PROXY STATEMENT

PRIMORIS | 1315

TABLE OF CONTENTS

Proposal 1 – Election of Directors

Director Nominees’ Biographies and Special Skills

[MISSING IMAGE: ph_michaeleching-4c.jpg]

AGE

•

6061

DIRECTOR SINCE

•

2022

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~~most recently served as ~~the head~~Executive Vice President and Global Head of Evalueserve’s Investment Research practice ~~since~~from January ~~2022. Evalueserve is a leading global firm empowering its clients with AI-driven products and solutions. Its investment research business provides~~2022 to December 2023, where he led the effort to provide leading sell-side and buy-side research organizations with ~~advanced digital platforms~~global talent and ~~global talent.~~AI-driven products and solutions. From 2002 to 2019, he ~~served as~~was a Managing Director and Deputy Head of Equities Research at UBS, where he helped manage a department of 150 equity research analysts and associates. Prior to that, Mr. Ching served as a ranked technology analyst at Merrill Lynch. He also worked at Bell Laboratories for nearly ten years as a District Manager and systems engineer focusing on data and fiber optic networks. He holds an M.B.A. from The Wharton School of the University of Pennsylvania, an M.S. in Electrical Engineering from Stanford University, and a B.S. in Electrical Engineering from Rutgers University.

		Reasons for Nomination
		We believe that Mr. Ching’s qualifications to serve on our Board include his in-depth knowledge of capital markets, equities research, financial modeling and data analysis and his understanding of systems engineering. The Board has determined that Mr. Ching meets the SEC rules for independence and is therefore an independent Director.

[MISSING IMAGE: ph_stephenccook-4clr.jpg]

AGE

•

7374

DIRECTOR SINCE

•

2008

COMMITTEES

•

Audit

•

Nominating & Corporate
Governance

•

Strategy & Risk

	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~~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~~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 SEC rules for independence and is therefore an independent Director.

1416 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proposal 1 – Election of Directors

AGE

•

7071

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 M.B.A. from the University of Texas, Tyler, and an Advanced Executive Management Degree from INSEAD in Fontainebleau, France.

		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.

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 1517

TABLE OF CONTENTS

Proposal 1 – Election of Directors

[MISSING IMAGE: ph_carlasmashinski-4clr.jpg]

AGE

•

6061

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 served as Chief Financial Officer of Cameron LNG, a natural gas liquefaction terminal near the Gulf of Mexico; effective February 2017, her title was expanded to Chief Financial and Administrative Officer until her retirement in May 2022. From 2014 to July 2015, she served as Chief Financial Officer and Vice President of Finance and Information Management for the North America Operation of SASOL, an international integrated energy company. From 2008 to 2014, Ms. Mashinski was employed by SBM Offshore, Inc., a provider of leased floating production systems for the offshore energy industry, serving as Vice President of Finance and Administration, U.S. Chief Financial Officer from 2008 to February 2014, and as Commercial and Contracts Manager from February to August 2014. She served as Vice President and Chief Accounting Officer and Controller of Gulfmark Offshore from 2004 to 2008. Prior to that, Ms. Mashinski held various finance and accounting positions for Duke Energy (1999-2004) and Shell Oil Company (1985-1998) or its affiliated companies. Ms. Mashinski is a certified public accountant, certified management accountant, and a certified project management professional with a B.S. degree in accounting from the University of Tennessee, Knoxville and an Executive M.B.A. from the University of Texas, Dallas. Recognized as NACD Directorship Certified by the National Association of Corporate Directors, Ms. Mashinski also serves on the ~~board~~Board of BKV Corporation, a privately held natural gas exploration and production company that seeks to deliver reliable, sustainable energy. On January 1, 2024, Carla was appointed to the Board of Ranger Energy Services (NYSE:RNGR), a provider of high specification mobile rig well services, cased hole wireline services and ancillary services in the U.S. oil and gas industry, where she will serve as the audit Committee chair and Nominating & Governance Committee member. She previously served on the ~~boards~~Boards of Unit Corporation (NYSE:UNT), a U.S. based energy company engaged in oil and gas exploration and production, contract drilling, and gas gathering and processing and CARBO Ceramics ~~(OTCQB:CRRT),~~ a global technology company that provides products and services to the oil & gas and industrial markets.

		Reasons for Nomination
		We believe that Ms. Mashinski’s qualifications to serve on our Board include her experience as a ~~director~~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 SEC rules for independence and is therefore an independent Director.

1618 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proposal 1 – Election of Directors

[MISSING IMAGE: ph_terrydmccallister-4clr.jpg]

AGE

•

6768

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~~previously served on the Board of AltaGas Ltd. (TO:ALA) ~~since~~from 2018 to 2022, where he iswas a member of the Environment, Health, and Safety ~~committee.~~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 SEC rules for independence and is therefore an independent Director.

[MISSING IMAGE: ph_thomasemccormick-4clr.jpg]

AGE

•

6061

DIRECTOR SINCE

•

2019

	THOMAS E. MCCORMICK
	Professional Experience
	Thomas (Tom) 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~~Board of ~~directors~~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.

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 1719

TABLE OF CONTENTS

Proposal 1 – Election of Directors

[MISSING IMAGE: ph_joserrodriguez-4clr.jpg]

AGE

•

6465

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~~Board of ~~directors~~Directors and as lead ~~director;~~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.~~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~~Committee and a member of the Compliance ~~committee.~~Committee. Mr. Rodriguez also currently serves on the Board of Popular, Inc (Nasdaq:BPOP) since June 2021, where he serves on the Audit ~~committee~~Committee and Risk ~~committee~~Committee. Mr. Rodriguez serves on the ~~board~~Board of trustees of Marymount University; ~~board~~Board of ~~directors~~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.

		Reasons for Nomination
		We believe that Mr. Rodriguez’s qualifications to serve on our Board include his in-depth knowledge and understanding of generally accepted accounting principles, his experience in auditing and SEC reporting, mergers and acquisitions, understanding of the responsibilities and functions of audit committees and experience in shaping corporate governance strategy to drive long-term corporate value creation to enhance investor confidence. Mr. Rodriquez has four decades of expertise in driving innovative growth, aligning risk with strategy, and developing dynamic talent and the right culture to unlock the power of diversity, inclusion and equity. The Board determined that Mr. Rodriguez meets the SEC rules for independence and therefore would qualify as an Independent Director.

1820 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Proposal 1 – Election of Directors

[MISSING IMAGE: ph_johnpschauerman-4clr.jpg]

AGE

•

6667

DIRECTOR SINCE

•

2016

COMMITTEES

•

Compensation

•

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~~Director of the Company from July 2008 to May 3, 2013 and as a ~~director~~Director of its predecessor entity, ARB, Inc. (“ARB”) from 1993 to July 2008. Mr. Schauerman joined ARB in 1993 as the Company’s Senior Vice President. Previously, he served as Senior Vice President of Wedbush Morgan Securities, Inc., a regional investment bank focused on financing activities for middle market companies (n/k/a Wedbush Securities, Inc.). Mr. Schauerman has served on the Board of Directors of Ascent Industries Co (Nasdaq:ACNT) since June 2021. Mr. Schauerman also served on the Boards of Directors of MYR Group (Nasdaq:MYRG) from March 2016 through November 2016; Harmony Merger Corp. (Nasdaq:HRMNU), a blank check investment company, from March 2015 through July 2017, and Wedbush Securities, Inc., a leading financial services and investment firm, from August 2014 through February 2018. Mr. Schauerman is a member of the Dean’s Executive Board of the UCLA School of Engineering. Mr. Schauerman holds an M.B.A. in Finance from Columbia University, New York, and a B.S. in Electrical Engineering from the University of California, Los Angeles.

		Reasons for Nomination
		We believe that Mr. Schauerman’s qualifications to serve on our Board include his experience as a ~~director~~Director of various public companies, his experience as chief financial officer of a construction company, his wealth of knowledge of business systems and understanding of generally accepted accounting principles, experience in analyzing financial statements, understanding of internal control over financial reporting and his understanding and knowledge of public company rules and regulations. The Board determined that Mr. Schauerman meets the SEC rules for independence and is therefore an independent Director.

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 1921

TABLE OF CONTENTS

Proposal 1 – Election of Directors

[MISSING IMAGE: ph_patriciakwagner-4clr.jpg]

AGE

•

6061

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:~~ (Nasdaq:APOG), where she is the chair of the Compensation ~~committee~~Committee and a member of the Nominating & Corporate Governance ~~committee,~~Committee, and of California Water Service Group (NYSE:CWT), where she is chair of the Finance and Investment ~~committee~~Committee and is a member of the Audit ~~committee.~~Committee. Ms. Wagner holds a B.S. in Chemical Engineering from California Polytechnic State University and an M.B.A. from Pepperdine University.

		Reasons for Nomination
		We believe that Ms. Wagner’s qualification to serve on our Board include her experience as a ~~director~~Director of various public companies and her in-depth knowledge of regulated utilities and familiarity with the California regulatory environment. She also brings valuable accounting and finance, senior leadership, and operational experience to the Board. The Board has determined that Ms. Wagner meets the SEC rules for independence and is therefore an independent Director.

2022 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

PROPOSAL 2 – TO APPROVE, IN AN ADVISORY, NON-BINDING VOTE, ~~APPROVING~~ THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION

General Information

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.

We believe that our compensation policies and procedures are competitive and strongly aligned with the long-term interest of our stockholders. This advisory stockholder vote, commonly known as “Say-on-Pay”, gives you as a stockholder the opportunity to express approval or withhold approval of the compensation we pay our named executive officers through voting for or against the following resolution:

“Resolved, that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the Company’s ~~2023~~2024 proxy statement pursuant to the disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related discussions).”

The Company and the Compensation Committee remain committed to the compensation philosophy, policies and objectives outlined under the heading “Compensation Discussion and Analysis” in this proxy statement. The Compensation Committee will continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to fulfill the objectives of the program.

Stockholders are encouraged to carefully review the “EXECUTIVE COMPENSATION” section of this proxy statement for a detailed discussion of the Company’s executive compensation program.

Because your vote is advisory, it will not be binding upon the Company or the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Recommendation of the Board of Directors

Our Board of Directors recommends a vote FOR the ~~ratification~~approval of the advisory, non-binding proposal on the compensation of the Company’s named executive officers.

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 2123

TABLE OF CONTENTS

PROPOSAL 3 – ~~ADVISORY, NON-BINDING VOTE ON THE FREQUENCY~~RATIFICATION OF ~~ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION~~

~~General Information~~

~~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.~~

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. Stockholders may also abstain from voting on the matter.

Because your vote is advisory, it will not be binding upon the Company or the Board of Directors. However, the Board of Directors will take into account the outcome of the vote when considering the frequency of the advisory stockholder vote on named executive officer compensation.

We believe this approach provides the most efficient form of communication and lends itself to the long-term nature of the compensation plans for our management. The vote corresponds to the information presented in the accompanying proxy statement for the annual stockholders meeting. We emphasize that you are not voting to approve or disapprove the Board of Directors’ recommendation. Instead, your proxy card provides you with four options regarding this advisory, non-binding proposal. You may cast an advisory vote for the stockholder vote on executive compensation to occur every third year, every other year, or every year, or you may abstain from voting on the matter.

The Compensation Committee and the Board believes that the advisory vote to approve the Company’s executive compensation should be conducted every year because they believe this frequency will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. To that end, we believe that stockholders should have a frequent opportunity to express their views on our executive compensation program, consistent with our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and other matters. For these reasons, we are asking our stockholders to vote for a frequency of every year.

~~Recommendation of the Board of Directors~~

~~Our Board of Directors recommends a vote for an advisory stockholder vote on named executive officer compensation EVERY YEAR.~~

22 | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~

~~TABLE OF CONTENTS~~

~~PROPOSAL 4 – RATIFICATION~~SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General Information

What am I being asked to vote on?

You are being asked to vote to ~~approve~~ratify the Audit Committee’s selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023.~~2024.

We are asking the stockholders to ratify the Audit Committee’s selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023.~~2024. The firm is a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”), as required by the Sarbanes-Oxley Act of 2002 and the rules of the PCAOB and has served as our auditor since 2006. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. If the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders.

A Moss Adams LLP representative is expected to attend the ~~2023~~2024 Annual Meeting of the Stockholders. The representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate stockholder questions.

The affirmative vote of a majority of the shares of Common Stock present, in person or by proxy, entitled to vote at the Annual Meeting is required to ~~approve~~ratify the ~~ratification of the appointment~~selection of Moss Adams LLP as our independent registered public accounting firm for ~~2023.~~2024.

Recommendation of the Board of Directors

Our Board of Directors recommends a vote FOR the ratification of the ~~appointment~~selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023.~~2024.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~ | 23

~~TABLE OF CONTENTS~~

~~PROPOSAL 5 – APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN.~~

~~General Information~~

~~What am I being asked to vote on?~~

~~You are being asked to vote to approve the adoption of the Company’s 2023 Equity Incentive Plan.~~

~~Overview~~

The Board of Directors is requesting that stockholders vote in favor of adopting the Primoris Services Corporation 2023 Equity Incentive Plan (“2023 Plan”). The Board believes that the 2023 Plan is in the best interests of the stockholders and the Company, as equity awards granted under the 2023 Plan will help attract, motivate and retain talented employees, non-employee directors and consultants; will help align employee and stockholder interests; will help link employee compensation with Company performance; and will maintain our culture of employee stock ownership.

The 2023 Plan is intended to replace the Company’s 2013 Equity Incentive Plan (“2013 Plan”), which was adopted by our stockholders in May 2013. The 2013 Plan is currently the sole plan for providing equity incentive compensation to eligible employees, non-employee directors and consultants and will expire pursuant to its terms on May 3, 2023. If the stockholders do not approve the 2023 Plan, we will not have an equity incentive plan under which we can grant equity awards to employees, non-employee directors, and consultants after May 3, 2023. Therefore, stockholder approval of the 2023 Plan is critical to the Company’s success. If the stockholders approve the 2023 Plan, we will not make any further grants under the 2013 Plan following the date of such approval.

The following summary of major features of the proposed 2023 Plan is qualified in its entirety by reference to the actual text of the 2023 Plan, which is included in the Appendix to this proxy statement.

~~Stock Subject to the 2023 Plan~~

~~General~~

Our Board of Directors determined the requested number of shares of stock for our 2023 Plan based on projected new-hire equity awards, annual equity awards to employees and non-employee directors, employee recognition and promotion awards, as well as well as an assessment of the magnitude of the share reserve under the plan that our stockholders would likely find acceptable. Subject to adjustment in the event of stock splits, stock dividends and similar events, the number of shares available for issuance under the 2023 Plan is equal to the sum of (i) 6,500,000 shares of Primoris Common Stock, $0.0001 par value, plus (ii) the number of shares of stock subject to any award outstanding under the 2013 Plan as of the effective date of the 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.

~~Dilution, Overhang and Burn Rate~~

As of March 13, 2023, there were (i) restricted stock units with respect to 835,590 shares outstanding under the 2013 Plan and 95,909 shares outstanding under the Restricted Stock Unit Inducement Awards, (ii) no other equity awards outstanding and (iii) 26,452 shares remaining available for the grant of new awards under the 2013 Plan.

In determining the number of shares available under the 2023 Plan, we considered the impact of dilution, overhang and our three-year average burn rate. Dilution is total equity awards granted less cancellations, divided by the total common equivalent shares outstanding at the beginning of the year. Since 2013, dilution has been less than 0.6% in each year. Overhang is the equity awards outstanding but not exercised, plus equity awards available to be granted, divided by the total common equivalent shares outstanding at the end of the year. As of December 31, 2022, our overhang was 2.0%. If the shares requested for issuance under the 2023 Plan were included, our overhang as of December 31, 2022 would have been 12.5%. Our equity plan share usage over 2020, 2021 and 2022 represented a three-year average gross burn

24 | PRIMORIS

~~2023 PROXY STATEMENT~~

~~TABLE OF CONTENTS~~

~~PROPOSAL 5 – APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN~~

~~rate of 0.6%, as calculated by reference to the total number of equity awards granted in a given fiscal year divided by the~~

~~weighted average number of shares of our stock outstanding for that fiscal year.~~

We expect the proposed share pool under the 2023 Plan will allow us to continue to grant equity awards at our historic rates for approximately 10 years, but the actual duration of the share pool may vary based on changes in participation, our stock price and market practice. Please note that if this proposal is not approved, we will retain the ability to make equity awards under the terms of the 2013 Plan until the expiration of that plan.

~~Promotion of Good Governance Practices~~

~~We have incorporated a number of provisions in the 2023 Plan to protect stockholders and reflect corporate governance best practices, including the following:~~

•

~~No Evergreen~~: The 2023 Plan does not include an “evergreen” or other automatic increase in the number of shares of stock available for grant under the plan and therefore any increase to the maximum number of shares of stock available under the 2023 Plan is subject to approval by our stockholders, allowing our stockholders to have a say on our equity compensation programs.

•

~~No Repricing~~: The 2023 Plan prohibits the repricing of stock options and stock appreciation rights without stockholder approval, the exchange or substitution of one award for another award that has the effect of reducing the exercise or purchase price, and the cancellation or exchange of underwater awards for cash, another award or other property, except in a change in control transaction or in connection with the issuance of substitute awards.

•

~~Minimum Vesting Requirement~~: Awards under the 2023 Plan will vest no earlier than the first anniversary of the date of grant, with the exception of substitute awards, awards to non-employee directors that vest on the earlier of the first anniversary or the next annual meeting of stockholders that is at least 50 weeks after the prior annual meeting, awards that vest in connection with a participant’s death, disability, retirement or upon or following a change in control, and up to 5% of the shares of stock reserved under the 2023 Plan.

•

~~Limitations on Liberal Share Recycling~~: The 2023 Plan prohibits the re-granting of (i) shares of stock withheld or delivered to satisfy the exercise price of an award or to satisfy withholding obligations, (ii) shares of stock that were subject to a SAR and were not issued upon the settlement or net exercise of such award and (iii) shares of stock repurchased on the open market using proceeds from the exercise of an award.

•

~~Limit on Non-Employee Director Compensation~~: The 2023 Plan contains an annual limit on cash and equity-based compensation that may be paid or granted, whether under the 2023 Plan or otherwise, to our non-employee directors of $500,000 (or $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).

•

~~Clawback Provision: Awards under the 2023 Plan are subject to clawback provisions described below.~~

•

~~Term and Exercise Price Limits on Options and SARs~~: Options and SARs granted under the 2023 Plan are subject to a maximum term of ten years, and options and SARs may not be granted at a discount to the applicable fair market value of our stock on the date of the grant.

•

~~No Reload Awards: No Award under the 2023 Plan may provide for an automatic “reload” of grants of additional awards upon the exercise of an Option or SAR.~~

•

~~Material Amendments Require Stockholder Approval~~: Stockholder approval is required prior to an amendment of the 2023 Plan that would (i) increase the number of shares of stock authorized under the plan (other than with respect to certain corporate events or substitute awards), (ii) expand the class of persons eligible to receive awards under the plan or (iii) effect any other amendment that would require stockholder approval under any applicable law, regulation or rule, including the rules of any stock exchange or market system upon which our stock are traded.

~~Key Provisions of the Proposed 2023 Plan~~

~~The following is a summary of certain provisions of the 2023 Plan:~~

	~~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

~~TABLE OF CONTENTS~~

~~PROPOSAL 5 – APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN~~

				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.

~~Eligibility~~

Employees of Primoris and its subsidiaries and affiliates and non-employee directors are eligible to receive awards. In addition, persons engaged to provide consulting or advisory services (other than as an employee or a member of the Board) to the Company are eligible to receive awards. As of March 13, 2023, there were approximately 14,000 employees (including four executive officers) and eight non-employee directors who were eligible to participate.

~~Dividends~~

Any dividends paid with respect to the shares of stock underlying a stock award and any dividend equivalents granted by the Committee with respect to a restricted stock unit award shall, in each case, be subject to the same vesting, forfeitability provisions and restrictions on transfer as the award with respect to which granted. Options, SARs and performance units are not eligible to receive dividend equivalents.

~~Performance Measures~~

For performance-based awards, the Committee will establish performance goals with respect to one or more targets to be attained with respect to one or more measures of business, financial, operational, or individual performance or any other measure of performance. These performance measures may be applied individually, alternatively, or in any combination, either to the Company as a whole or to a business unit or subsidiary. They may be established individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or subsidiary, and measured, including annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group.

26 | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~

~~TABLE OF CONTENTS~~

~~PROPOSAL 5 – APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN~~

~~Awards~~

The 2023 Plan provides for the following types of awards: options (either incentive stock options or non-statutory stock options), SARs, stock awards, restricted stock units, performance units, performance shares, and dividend equivalent rights. Awards under the 2023 Plan may vest upon the completion of a designated service period and/or the attainment of pre-established performance goals.

~~The principal features of the various types of awards authorized under the 2023 Plan are summarized as follows:~~

•

~~Stock Options~~. An option represents the right to purchase a specified number of shares of our stock at a specified exercise price and subject to the other terms and conditions that are set forth in the award agreement. An option that is not intended to be an “incentive stock option” is a “non-statutory stock option.” Options may not be granted at an exercise price that is less than 100% of the fair market value of our stock on the date of grant. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to participants who hold more than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries. Under the terms of the 2023 Plan, options may not be granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options granted to participants who hold greater than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries). The maximum aggregate number of shares of our stock that may be issued under the 2023 Plan pursuant to the exercise of incentive stock options may not exceed 6,500,000, and no incentive stock options may be granted after February 22, 2033.

The 2023 Plan permits payment of the exercise price for the shares of stock being purchased pursuant to any option to be made with one or more of the following methods to the extent set forth in the applicable option agreement and subject to the terms of the 2023 Plan: (i) in cash or by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of stock owned by the participant having a fair market value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the option, (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. No dividend equivalents may be paid with respect to options.

•

~~Stock Appreciation Rights (SARs)~~. A SAR represents the right to receive, upon exercise, a number of shares of our stock or cash (or a combination of shares of our stock and cash) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of our stock over the exercise price. The 2023 Plan provides that the exercise price of a SAR may not be less than 100% of the fair market value of our stock on the date the SAR is granted and that SARs may not be granted with a term in excess of 10 years. SARs may be granted in tandem with an option, in which case only the option or the SAR may be exercised, or on a stand-alone basis. If, on the date on which a SAR would otherwise expire or terminate, the SAR remains exercisable as of immediately prior to such expiration or termination and any such exercise would result in a payment of shares or cash to the holder of the SAR, then the SAR shall be automatically exercised as of the date of expiration or termination. No dividend equivalents may be paid with respect to SARs.

•

~~Stock Awards~~. A stock award entitles the participant to acquire shares of our stock, subject to our right to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Any dividends (whether paid in cash, stock or property) declared and paid by us with respect to the shares subject to a stock award will be paid to the participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares.

•

~~Restricted Stock Unit (RSU) Awards~~. A RSU entitles the participant to receive shares of our stock or cash equal to the fair market value of such shares, or a combination thereof, to be delivered at the time such award vests or on a deferred basis pursuant to the terms and conditions established by the Committee. A participant has no voting rights with respect to any RSU unless and until the shares underlying such award are issued to the participant. An RSU award agreement may provide the participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of our stock. Any such dividend equivalents may be settled in cash and/or shares of our stock and will be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded.

•

~~Performance Awards~~. Performance awards may be granted in the form of performance shares, performance units or any other type of award permitted to be granted under the 2023 Plan. A performance award shall be subject to a performance measure, as described above, which shall apply with respect to the performance period in each case as determined by the Committee and set forth in the applicable award agreement. The value payable to

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~ | 27

~~TABLE OF CONTENTS~~

~~PROPOSAL 5 – APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN~~

the holder of a performance award in settlement of such award will depend on the extent to which the performance goals established by the Committee are attained within the performance period established by the Committee. The Committee may, at the time of grant or at any time thereafter, provide for positive or negative adjustment to the performance award to reflect the participant’s individual performance or such other factors as the Committee may determine. Performance awards granted as performance shares will only be entitled to dividends to the extent that the performance goals applicable to the underlying shares are attained. No dividend equivalents may be paid with respect to performance units.

•

~~Other Stock-Based Awards~~. The Committee may grant other stock-based awards under the 2023 Plan that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of our stock, as deemed by the Committee to be consistent with the purposes of the 2023 Plan, including convertible or exchangeable debt securities, other rights convertible or exchangeable into stock, other rights convertible into shares of stock and awards valued by reference to the book value of stock or the value of securities of specified subsidiaries, affiliates or business segments or units. The Committee may determine the terms and conditions of such other stock-based awards, which may be awarded either alone or in addition to or in tandem with any other awards under the plan.

~~General Provisions~~

~~Transferability~~

In general, awards under the 2023 Plan are transferable only by will or the laws of descent and distribution, or to the extent otherwise determined by the Committee in its discretion, but subject to the limitations of the instructions to the Form S-8 Registration Statement under the Securities Act of 1933, as amended.

~~Minimum Vesting~~

Awards under the 2023 Plan will vest no earlier than the first anniversary of the date of grant, with the exception of substitute awards, awards to non-employee directors that vest on the earlier of the first anniversary or the next annual meeting of stockholders that is at least 50 weeks after the prior annual meeting, awards that vest in connection with a participant’s death, disability, retirement or upon or following a change in control and up to 5% of the shares reserved under the 2023 Plan.

~~Administration~~

The 2023 Plan will be administered by the Compensation Committee of the Board or such other committee or subcommittee of the Board (Committee). All questions of interpretation of the 2023 Plan or of any award shall be determined by the Committee. Subject to the provisions of the 2023 Plan, the Committee shall have the full and final power and authority, in its discretion, to determine the persons to whom, and the time or times at which, awards shall be granted; to determine the terms, conditions and restrictions applicable to each award; to determine whether an award will be settled in shares of stock, cash, or in any combination thereof; to approve one or more forms of Award Agreement; to amend, modify, extend, cancel or renew any award or to waive any restrictions or conditions applicable to any award or any shares acquired pursuant thereto; to accelerate, continue, extend or defer the exercisability or vesting of any award or any shares acquired pursuant thereto; to prescribe, amend or rescind rules, guidelines and policies relating to the 2023 Plan, or to adopt sub-plans or supplements to, or alternative versions of, the 2023 Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted awards; and to correct any defect, supply any omission or reconcile any inconsistency in the 2023 Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the 2023 Plan or any award as the Committee may deem advisable to the extent not inconsistent with the provisions of the 2023 Plan or applicable law. The Committee may, in its discretion, delegate to a committee comprised of one or more officers or employees of the Company the authority to grant awards under the 2023 Plan, subject to the limitations set forth in the 2023 Plan and applicable law.

~~Clawback Provision~~

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company as a result of misconduct with any financial reporting requirement under the securities laws, any participant who knowingly or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company the amount of any payment in settlement of an Award earned

28 | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~

~~TABLE OF CONTENTS~~

~~PROPOSAL 5 – APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN~~

or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Awards granted under the 2023 Plan will also be subject to recoupment in accordance with any clawback policy that the Company adopts or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, or as the Committee otherwise determines to be necessary or appropriate.

~~Plan Amendments Requiring Stockholder Approval~~

The Board may terminate, amend or suspend the 2023 Plan at any time, provided that no action is taken by the Board (except those described in “Adjustments for Changes in Capital Structure”) without stockholder approval to:

•

~~increase the number of shares of stock that may be issued under the 2023 Plan;~~

•

~~grant stock options or SARs with an exercise price that is less than the fair market value of our stock on the date of grant;~~

•

~~reprice, repurchase or exchange stock options or SARs that are “out of the money”;~~

•

~~extend the term of the 2023 Plan;~~

•

~~change the persons eligible to participate in the 2023 Plan; or~~

•

~~otherwise implement any amendment required to be approved by stockholders under any stock exchange or market system upon which the Company’s stock may then be listed.~~

~~Adjustments for Changes in Capital Structure~~

In the event of a stock dividend, recapitalization, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, extraordinary dividend of cash or assets, reorganization, reincorporation, or any similar equity restructuring transaction (as that term is used in ASC 718) affecting our stock, the Committee will appropriately adjust the number and kind of shares available for grant under the 2023 Plan, and subject to the limitations and restrictions set forth in the 2023 Plan, the number and kind of shares subject to outstanding awards under the 2023 Plan, and the exercise or settlement price of outstanding stock options and awards.

~~Change of Control~~

The impact of a change of control, merger or other reorganization of Primoris on outstanding awards will be specified in the agreement related to a merger or reorganization or will be determined at the time of issue of an award by the Committee, subject to the provisions of the 2023 Plan. These agreements, or the award document, may provide for assumption of outstanding awards, accelerated vesting, accelerated expiration of outstanding awards, or settlement of outstanding awards in cash.

~~Registration with the Securities and Exchange Commission~~

If the 2023 Plan is approved by the Company’s stockholders, the Company intends to file a registration statement with the Securities and Exchange Commission pursuant to the Securities Act of 1933 covering the shares of stock reserved for issuance under the 2023 Plan.

~~U.S. Federal Tax Consequences~~

The following is a summary of the U.S. federal income tax treatment applicable to us and the participants who receive awards under the 2023 Plan based on the federal income tax laws in effect on the date of this proxy statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), or tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we recommend that all participants consult their own tax advisor concerning the tax implications of awards granted under the 2023 Plan.

•

~~Stock Options.~~ Stock options granted under the 2023 Plan may be either incentive stock options, which satisfy the requirements of Section 422 of the Code, or non-statutory stock options, which are not intended to meet such

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~ | 29

~~TABLE OF CONTENTS~~

~~PROPOSAL 5 – APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN~~

requirements and are instead governed by Section 83 of the Code. The U.S. federal income tax treatment for the two types of options differs. Generally, there is no taxable event upon the grant of a stock option, and the Company is not entitled to a deduction at such time. Under current tax laws, a participant exercising a non-statutory stock option will have taxable income equal to the difference between the fair market value of the stock on the exercise date and the exercise price. We are entitled to a corresponding deduction with respect to such income. A participant will not have taxable income upon exercising an incentive stock option (except that the alternative minimum tax may apply), and we will not be entitled to a deduction when an incentive stock option is exercised. At the time of disposition of shares of our stock acquired through the exercise of an incentive stock option, the tax treatment depends on how long the shares were held. We may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable tax holding periods have been satisfied.

•

~~Stock Appreciation Rights (SARs).~~ Generally, there is no taxable event upon the grant of a SAR, and the Company is not entitled to a deduction at such time. Upon the exercise of the SAR, a participant has income in an amount equal to the excess of the fair market value of the underlying shares of our stock on the exercise date over the exercise price. The Company is entitled to a deduction with respect such income.

•

~~Stock Awards, Restricted Stock Unit (RSU) Awards, Performance Awards.~~ Generally, tax is not due when a stock award, restricted stock unit or performance award is granted, but the participant has income when the award is no longer subject to “substantial risk of forfeiture” (it becomes vested or transferable) or when the shares of stock are issued. The Company is entitled to a deduction with respect to such income.

•

~~Section 162(m) of the Code~~. There are no tax consequences to the Company with respect to awards granted under the plan, except the deductions described above, which are subject to the limitations of Section 162(m) of the Code.

~~New Plan Benefits~~

~~Awards granted under the 2023 Plan are within the discretion of the Committee. Further, the 2023 Plan does not prescribe set benefits or grant amounts for non-employee directors.~~

The Committee has approved grants of PSUs and RSUs pursuant to the 2023 Plan, effective as of March 1, 2023 and contingent upon stockholder approval of the 2023 Plan, which are set forth in the following table:

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)

Based on the total number of units multiplied by the grant date fair value per unit of $27.50 on March 1, 2023. The grant date fair value was determined based on the closing market price of our common stock on the day prior to the date of grant.

~~Includes 19,364 RSUs and 58,091 PSUs.~~

~~Includes 14,910 RSUs and 44,728 PSUs.~~

~~Includes 7,910 RSUs and 23,728 PSUs.~~

~~Includes 42,184 RSUs and 126,547 PSUs.~~

~~Includes 8,092 RSUs and 24,274 PSUs.~~

~~Other than the foregoing, future benefits that will be awarded or paid under the 2023 Plan are not currently determinable.~~

30 | ~~PRIMORIS~~

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

~~PROPOSAL 5 – APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN~~

As described below under “Director Compensation,” in the discretion of the Committee, each non-employee director currently receives a grant of Primoris stock with an approximate aggregate value of $32,500 each quarter (up from $28,500 effective August 2022). Additionally, see the “Compensation Discussion and Analysis” and related compensation tables below for a discussion of our executive compensation philosophy and for information regarding equity awards to our named executive officers in fiscal year 2022.

~~As of March 13, 2023, the closing price of Primoris common stock was $25.02 per share.~~

~~Recommendation of the Board of Directors~~

~~Our Board of Directors recommends a vote FOR the approval of the 2023 Equity Incentive Plan.~~

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~ | 31

~~TABLE OF CONTENTS~~

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

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.

We believe that effective corporate governance is an important element of our long-term success and ability to create value for our stockholders. Our Board periodically reviews our existing corporate governance policies and practices, as well as related provisions of the Sarbanes-Oxley Act of 2002, current and proposed rules of the SEC, and the corporate governance requirements of our principal listing exchange. Based on its review, the Board has approved charters, policies, procedures and controls that we believe promote and enhance our corporate governance, accountability and responsibility and promote a culture of honesty and integrity.

Charters for our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Strategy and Risk Committee, as well as our Corporate Governance Guidelines and Code of Conduct, are available on the Investor Relations section of our website at www.prim.com, and copies are available free of charge upon request to our Secretary at Primoris Services Corporation, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201.

		Corporate Governance Highlights

					Declassified Board
					Mandatory Retirement Age
					Director ~~Board~~ Stock Ownership requirement
					Prohibited hedging and short-selling with Primoris stock
					Published Corporate Governance Guidelines and Code of Conduct

What We Do

		•			Annual self-evaluation of ~~directors~~Directors
		•			Independent Lead Director
		•			Fully independent Audit, Compensation, Nominating & Corporate Governance, and Strategy and Risk Committees
		•			Annual election of ~~directors~~Directors
		•			Mandatory ~~director~~Director retirement age of 75
		•			Stock ownership requirement for ~~directors~~Directors
		•			Clawback Policy for executive ~~bonus~~incentive-based compensation
		•			Published Code of Conduct that applies to all ~~directors,~~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

322024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~25

TABLE OF CONTENTS

Corporate Governance Principles and Board Matters

Board Independence

The listing standards of ~~Nasdaq and~~ NYSE require that companies have a board of directors with at least a majority of independent directors. Determining director independence requires that the Board affirmatively determine that the director has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with ~~us which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.~~us.

To assist it in making independence determinations, the Board has adopted independence standards, which include the standards required by ~~Nasdaq~~NYSE for independent ~~directors. Under these standards,~~Directors. In addition, as described in the Company’s Corporate Governance Guidelines, a ~~director is~~Director will not ~~independent if:~~be deemed to have a material relationship with the Company if the Director:

		• ~~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~~which is indebted to the Company, or to which the Company is indebted, unless the total amount of ~~our present~~either company’s indebtedness to the other is more than 1% of the total consolidated assets of the company he or she serves as an executive ~~officers serves or has served on that company’s compensation committee;~~officer; or
		• serves as an officer, director or trustee of a tax-exempt organization, unless the Company’s discretionary contributions to such organization are more than the greater of $1 million or 2% of that organization’s consolidated gross revenues. The ~~director is, or has a family member that is, a current partner~~Company’s automatic matching of ~~our outside auditor, or was a partner or~~ employee ~~of our outside auditor who worked on our audit at any time during any~~charitable contributions will not be included in the amount of the ~~past three years.~~Company’s contributions for this purpose.

On the basis of the Board independence standards identified above, and such other factors as the Board may consider from time to time, the Board has affirmatively determined that Messrs. Ching, Cook, McCallister, Rodriguez, and Schauerman and Mss. Mashinski and Wagner are independent.

Board Structure and Committee Composition

The Board has: (i) an Audit Committee, (ii) a Compensation Committee, (iii) a Nominating and Corporate Governance Committee and (iv) a Strategy and Risk Committee. The Board and its Committees meet throughout the year on a set schedule and also hold special meetings, both telephonically and in person, and act by written consent from time to time, as appropriate. During ~~2022,~~2023, the Board held a total of ~~nine~~five meetings, the Audit Committee held four meetings, the Compensation Committee held ~~three~~four meetings, the Nominating and Corporate Governance Committee held four meetings, and the Strategy and Risk Committee held four meetings. The independent Directors meet in executive session at meetings of the Board and Committees as necessary. All of the independent Directors met in executive session at meetings of the Board without any management members four times during ~~2022.~~2023.

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 Independent Director, responsible for chairing the Board meetings in the absence of the Chairman, chairing executive sessions of the 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.

The Board and the Compensation Committee do not make decisions regarding an executive officer’s compensation in the presence of such executive officer. The compensation of our Chief Executive Officer and all other executive officers is recommended to the Board of Directors for approval by the Compensation Committee. The Board of Directors ~~act~~acts on the recommendations in a vote in which only independent Directors participate and which takes place during executive sessions of the independent, non-executive Board members.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~ | 33

~~TABLE OF CONTENTS~~

~~Corporate Governance~~

Director nominees are identified and recommended for the Board of ~~Directors’~~Director’s selection by the Nominating and Corporate Governance Committee.

Each ~~director~~Director attended at least 75% of the meetings of the Board and the ~~committees~~Committees of the Board, if any, on which they served during the periods for which they served as a ~~director~~Director during ~~2022.~~2023.

The Company has a mandatory retirement policy in its Corporate Governance Guidelines which requires that no person older than 75 years may be appointed to or nominated for a Director position. The Company has no members standing for re-election who meet these criteria.

26 | PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Corporate Governance Principles and Board Matters

The current members of the Board ~~committees~~Committees are identified in the following table:

Director(1)

Audit
Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Strategy and
Risk Committee

Michael E. Ching

Stephen C. Cook

Carla S. Mashinski

Terry D. McCallister

Jose R. Rodriguez

John P. Schauerman

Patricia K. Wagner

Messrs. Ching, Cook, McCallister, Rodriguez, and Schauerman and Mss. Mashinski and Wagner are independent Directors.

C = Chair

M = Member

342024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~27

TABLE OF CONTENTS

Corporate Governance Principles and Board Matters

Committees of the Board

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, critical accounting estimates, and any alternative treatments of financial information within generally accepted accounting principles in the United States (“GAAP”) • 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~~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~~risks • Reviewing and approving any material related party transactions • Reviewing and discussing any key issues related to information technology cybersecurity risks and management programs on a regular basis
The Audit Committee consists of four persons, all of whom are independent under ~~the Nasdaq and~~applicable 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. Ching, Cook, ~~Rodriguez,~~ and ~~Schauerman~~Rodriguez all satisfy the applicable SEC independence requirements.
Audit Committee Financial Expert. The Board has also determined that Ms. Mashinski, Mr. Ching, and Mr. Rodriguez are the Audit Committee “financial experts” as defined under SEC rules and regulations.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~28 | 35PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Corporate Governance Principles and Board Matters

Compensation Committee
	Meetings: 34 Chair: Patricia K. Wagner Other Members: Carla S. Mashinski John P. Schauerman	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 non-employee Directors and recommending any changes to the Board • Periodically discussing with management the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function, including but not limited to those policies and strategies regarding diversity, equity and inclusion, and talent management
The members of the Compensation Committee of the Board are Mss. Wagner (Chairperson) and Mashinski and Mr. Schauerman. All of the members of the Compensation Committee meet the independence requirements of ~~Nasdaq and~~applicable NYSE listing standards.
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~~NYSE 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.

362024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~29

TABLE OF CONTENTS

Corporate Governance
Principles and Board Matters

Compensation Committee Interlocks and Insider Participation

During ~~2022,~~2023, Mss. Wagner and Mashinski and Mr. Schauerman served on our Compensation Committee. No interlocking relationship exists between any member of our Board or any of our executive officers and any executive officer or member of the ~~board~~Board of ~~directors~~Directors or ~~compensation committee~~Compensation Committee (or other ~~board committee~~Board Committee performing equivalent functions) of any other company, nor has any such interlocking relationship existed in the past.

Nominating and Corporate Governance Committee
	Meetings: 4 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~~Committees and making recommendations regarding future planning and the appointment of Directors to ~~committees~~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~~Corporate Responsibility matters
The members of the Nominating and Corporate Governance Committee are Messrs. McCallister (Chairman), Cook, and Rodriguez. All of the members of the Nominating and Corporate Governance Committee meet the independence requirements of ~~Nasdaq and~~ NYSE listing standards.
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: 4 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 Company’s enterprise risk management function • Overseeing the Company’s portfolio of businesses

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~30 | 37PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Corporate Governance Principles and Board Matters

Board Role in Risk Oversight

The Board believes that having a system in place for risk management and implementing strategies responsive to our risk profile and exposures is the best way to identify in a timely manner specific material risks, but we can give no assurances that we will be able to identify or mitigate all possible risks in advance. The Company has a clear approach for identifying and mitigating information security risks and four ~~directors~~Directors on the ~~board~~Board have information security experience. The Company has also entered into an information security risk insurance policy. While the Board has the ultimate oversight responsibility for the risk management process, its Committees oversee risk in certain specified areas:

Selection of Board Nominees

The Board believes that the Board, as a whole, should include individuals with a diverse range of backgrounds and experience to give the Board both depth and breadth in the mix of skills represented for the benefit of our stockholders. The Board endeavors to have a group of ~~directors~~Directors representing a diverse background (including gender, race, ethnicity, and age) and to include in its overall composition an array of targeted skills that complement one another rather than requiring each ~~director~~Director to possess the same skills, perspectives and interests. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of ~~directors~~Directors and ~~director~~Director nominees both individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

The Board and Nominating and Corporate Governance Committee also understand the importance of ~~board~~Board refreshment and aim to achieve a balance between the knowledge that comes from longer-term service on the ~~board~~Board with the new experience, ideas and energy that can come from adding ~~directors~~Directors to the Board. To that end, our Corporate Governance Guidelines provide that ~~directors~~Directors may not stand for re-election if the election occurs after they reach the age of 75. In addition, the Board and Nominating and Corporate Governance Committee view the consistent focus on Board membership criteria, Board composition and size, as well as the anticipation of vacancies, to be integral parts of ~~board~~Board refreshment.

Our Corporate Governance Guidelines contain Board membership criteria that apply to current ~~directors~~Directors as well as Board nominees. The Nominating and Corporate Governance Committee regularly evaluates the appropriate size of the

382024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~31

TABLE OF CONTENTS

Corporate Governance Principles and Board Matters

Board and whether any vacancies on the Board are expected due to retirement or otherwise. If any vacancies are anticipated or arise, the Nominating and Corporate Governance Committee will consider ~~director~~Director candidates suggested by current Board members, management, third-party search firms and others. The Nominating and Corporate Governance Committee will also consider ~~director~~Director nominations by stockholders that are made in compliance with our bylaws. All applications, recommendations or proposed nominations for Board membership received by the Company will be referred to the Nominating and Corporate Governance Committee. The manner in which the qualifications of a nominee are evaluated does not differ if the nominee is recommended by a stockholder.

The Nominating and Corporate Governance Committee’s consideration of a candidate as a Director includes assessment of the individual’s understanding of our business, the individual’s professional and educational background, skills, expertise, potential time commitment, and other criteria established by the Nominating and Corporate Governance Committee from time to time. To provide such a contribution to us, a Director must generally possess one or more of the following, in addition to personal and professional integrity:

		• Experience in corporate management;
		• Experience in our industry;
		• Experience as a ~~board~~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.

The Nominating and Corporate Governance Committee has adopted its own procedures for evaluating the suitability of potential Director nominees, including qualifications for a “financial expert” and financially literate members for the Audit Committee.

The Nominating and Corporate Governance Committee will consider all stockholder recommendations for candidates for the Board, which should be sent to the Nominating and Corporate Governance Committee, c/o Secretary, Primoris Services Corporation, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201.

The Nominating and Corporate Governance Committee will evaluate recommendations for Director nominees submitted by Directors, management or qualifying stockholders in the same manner, by using the criteria stated above. All Directors and Director nominees will be required to submit a completed ~~directors’~~Directors’ and ~~officers’~~Officers’ questionnaire as part of the nominating process. At the discretion of the Nominating and Corporate Governance Committee, the process may also include interviews and additional background and reference checks for non-incumbent nominees.

[MISSING IMAGE: tm212391d2-fc_selectionpn.jpg]

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~32 | 39PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Corporate Governance Principles and Board Matters

Annual Board and Committee Evaluations

Primoris believes that regular Board evaluations are an instrumental component of building and maintaining a strong and effective Board. Each year, the Nominating and Corporate Governance Committee, together with the Company’s Corporate Secretary, coordinates the Board performance evaluations that assist the Board in determining whether the Board, its ~~committees,~~Committees, and each member of the Board are functioning effectively. This process also assists the Board in determining how it can improve its processes and effectiveness. These evaluations are conducted through a combination of formal and informal processes, including questionnaires which solicit open-ended and candid feedback on an anonymous basis, in-person interviews, and telephone interviews. The collective ratings and comments are compiled, summarized and presented to the Board and its ~~committees~~Committees and provide the Board valuable information on a range of topics, including new ~~director~~Director searches, ~~committee~~Committee composition, and subject matter for continuing Board education. In addition, the Company periodically engages a third-party consulting firm to conduct a comprehensive Board effectiveness review.

Code of Conduct

The Company has a Code of Conduct that complies with the rules and regulations adopted by the SEC ~~and Nasdaq~~ and NYSE listing standards and are applicable to all of our Directors, officers and employees. The Code of Conduct also includes a supplement with additional policies that are applicable to the CEO, CFO and all senior financial officers of the Company. The Code of Conduct is available on the Investor Relations/Governance section of our website at www.prim.com. We intend to post amendments to, or waivers under, if any, our Code of Conduct (to the extent applicable to our Directors or Chief Executive Officer, Principal Financial Officer, or Principal Accounting Officer) at this location on our website. Among other matters, this Code of Conduct is designed to promote:

		• 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.

Director Access to Officers, Employees, and Information

Directors have full and free access to officers, employees and the books and records of the Company. The Directors are expected to use their judgment to ensure that any such contact is not disruptive to the business operations of the Company. Non-Board member employees may be invited to attend all or portions of Board and/or Committee meetings.

Policy Regarding Director Attendance at Annual Meetings of Stockholders

Directors are strongly encouraged to attend our Annual Meetings of Stockholders. All the Directors were in attendance at the ~~2022~~2023 Annual Meeting.

~~Stockholder~~ Communications with the Board of Directors

~~Stockholders~~All interested parties (not just stockholders) may communicate with any of our Directors, either individually or as a group, by writing to them at Primoris Services Corporation, c/o Secretary, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201. Please specify to whom your correspondence should be directed. The Secretary will promptly forward all correspondence to the Board or any specific committee member, as indicated in the correspondence, except for mass mailings, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. Our Secretary may forward certain correspondence, such as product-related or service-related inquiries, elsewhere within the Company for review and possible response.

402024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~33

TABLE OF CONTENTS

Corporate Governance Principles and Board Matters

Hiring Independent Advisors

The Board and each Board committee ~~shall have~~has the full power and authority to hire, at the expense of the Company, independent financial, accounting, legal or other advisors, as necessary to fulfill their duties, without consulting or obtaining the approval of any officer of the Company, and the Company shall pay, or shall provide the committee with, all funds necessary to engage and compensate such advisors. The decision to engage independent advisors must be made by the Board, or a Board Committee, and not by an individual Director or Directors.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~34 | 41PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Board has adopted a written policy requiring review, approval and ratification of any material related party transaction, including those that would require disclosure under Item 404 of Regulation S-K, involving a “related person” (as defined in Item 404(a) of Regulation S-K, which includes security holders who beneficially own more than 5% of our Common Stock). All material related party transactions may be consummated and continued only if the Audit Committee has approved or ratified such transaction after a review of the relevant facts and circumstances and a determination that the terms to be obtained or consideration to be paid or received, as applicable, in connection with the transactions are comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s length transactions with independent third parties.

Since January 1, ~~2022,~~2023, there have been no related party transactions that were required to be reported under the SEC’s related person transaction rules.

422024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~35

TABLE OF CONTENTS

DIRECTOR COMPENSATION

Directors who are also employees of the Company do not receive additional compensation for serving as Directors. Compensation for employee Directors is determined by the Board’s Compensation Committee and is discussed further in the Compensation Discussion and Analysis section of this proxy.

In August 2022, the Compensation Committee approved changes for independent Directors of the Company, which includes the following components:

•

Cash payments of $22,500 each quarter.

•

Common Stock with an approximate aggregate value of $32,500 each quarter. The Common Stock cannot be traded for a period of one year from the date of issuance. The number of shares is determined using the average of the closing prices of the Company’s Common Stock on principle listing exchange for the one-month period prior to the beginning of the quarter. The shares are issued pursuant to the Primoris 2023 Equity Incentive Plan, approved by the stockholders on May 3, 2023 (“2023 Equity Incentive Plan”) and formerly were issued pursuant to the Primoris 2013 Equity Incentive Plan, approved by the stockholders on May 3, 2013 (“2013 Equity Incentive Plan”).

•

Additional annual cash compensation as follows:

•

$120,000 to the Chairman of the Board;

•

$30,000 to the Lead Independent Director;

•

$20,000 to the Chairman of the Audit Committee; and

•

$15,000 to the non-employee chairman of any other ~~committees established by the Board of Directors.~~

~~Prior to this change, compensation for independent Directors of the Company included the following components:~~

•

~~Cash payments of $19,000 each quarter.~~

•

~~Common Stock with an approximate aggregate value of $28,500 each quarter with the same restrictions and determination as above.~~

•

~~Additional annual cash compensation was as follows:~~

•

~~$120,000 to the Chairman of the Board;~~

•

~~$20,000 to the Lead Independent Director;~~

•

~~$20,000 to the Chairman of the Audit Committee; and~~

•

~~$15,000 to the non-employee chairman of any other committees~~Committees established by the Board of Directors.

In addition, Directors are reimbursed for expenses incurred in connection with Board and Board Committee meetings and assignments.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~36 | 43PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Director Compensation

The table below details the compensation earned by our non-employee Directors in ~~2022.~~2023.

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
Michael E. Ching	$41,500	$61,563	$103,063	Michael E. Ching	$90,000	$135,905	$225,905
Stephen C. Cook	102,000	117,686	219,686	Stephen C. Cook	120,000	135,905	255,905
David L. King	199,500	117,686	317,186	David L. King	210,000	135,905	345,905
Carla S. Mashinski	99,500	117,686	217,186	Carla S. Mashinski	110,000	135,905	245,905
Terry D. McCallister	94,500	117,686	212,186	Terry D. McCallister	105,000	135,905	240,905
Jose R. Rodriguez	79,500	117,686	197,186	Jose R. Rodriguez	90,000	135,905	225,905
John P. Schauerman	94,500	117,686	212,186	John P. Schauerman	105,000	135,905	240,905
Robert A. Tinstman	38,000	56,123	94,123	Patricia K. Wagner	105,000	135,905	240,905
Patricia K. Wagner	94,500	117,686	212,186

Represents the aggregate grant date fair value of the shares of Common Stock issued to each of the non-employee Directors as compensation during ~~2022.~~2023. The shares were issued under the 2013 Equity Incentive Plan and the 2023 Equity Incentive Plan and are subject to a one-year contractual holding requirement from the date of issuance. The Company has never issued stock options as Director compensation and there were no outstanding equity awards as of December 31, ~~2022.~~2023.

442024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~37

TABLE OF CONTENTS

STOCK OWNERSHIP

Security Ownership of 5% or Greater Stockholders, Directors, Director Nominees and Executive Officers

The following table sets forth information with respect to beneficial ownership of Common Stock for (a) those persons known by management of the Company to beneficially own 5% or more of our Common Stock (other than executives and Directors), (b) each Director and Director nominee, (c) the ~~Named Executive Officers~~named executive officers listed in the Summary Compensation Table under “Executive Compensation”, and (d) all of our executive officers and Directors as a group. The information for the officers and Directors is provided as of March ~~13, 2023,~~11, 2024, and the information for 5% or more institutional stockholders is as of the most recent filing with the SEC as noted in the table below. The Company is not aware of any arrangement or pledge of Common Stock that could result in a change of control of the Company.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to ~~securities.~~securities

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):

The Vanguard Group(3)

5,436,419

10.2%

Blackrock, Inc.(3)

5,448,452

10.2%

Blackrock, Inc.(4)

4,731,781

8.9%

The Vanguard Group(4)

5,225,779

9.7%

Wellington Management Group LLP(5)

3,857,157

7.2%

Dimensional Fund Advisors LP(5)

3,595,569

6.7%

Dimensional Fund Advisors LP(6)

2,938,505

5.5%

Named Executive Officers and Directors:

Michael E. Ching

8,813

Michael E. Ching

4,450

Stephen C. Cook

9,825

Stephen C. Cook

23,962

David L. King

31,717

David L. King

32,354

Carla S. Mashinski

23,537

Carla S. Mashinski

19,174

Terry D. McCallister(6)

26,571

Terry D. McCallister(7)

22,208

Jose R. Rodriguez

13,165

Jose R. Rodriguez

8,802

John P. Schauerman(7)

258,279

John P. Schauerman(8)

313,916

Patricia K. Wagner

16,571

Patricia K. Wagner

12,208

Kenneth M. Dodgen

46,658

Kenneth M. Dodgen

29,828

Thomas E. McCormick

84,961

Thomas E. McCormick

86,678

John M. Perisich(8)

158,662

John F. Moreno, Jr.

19,450

John F. Moreno Jr.(9)

39,269

John M. Perisich(9)

162,477

All Directors, nominees and executive officers as a group (11 individuals)

678,759

1.3%

All Directors, nominees and executive officers as a group (12 individuals)

735,507

1.4%

Indicates beneficial ownership of less than one percent of total outstanding Common Stock.

This table lists voting securities, including shares held of record, shares held by a bank, broker or nominee for the person’s interest and shares held through family trust arrangements. Unless otherwise indicated and subject to community property laws where applicable, the ~~Named Executive Officers~~named executive officers and Directors named in the table above have sole voting and investment power with respect to all shares of our stock shown as beneficially owned by them.

For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group plus the number of shares of Common Stock that such person or group has the right to acquire on or within 60 days after March ~~13, 2023~~11, 2024 divided by the sum of the ~~53,273,552~~53,618,814 shares of Common Stock outstanding on March ~~13, 2023,~~11, 2024, plus the number of shares of Common Stock that such person or group has the right to acquire on or within 60 days after March ~~13, 2023.~~11, 2024.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~ | 45

~~TABLE OF CONTENTS~~

S~~TOCK~~ O~~WNERSHIP~~

Based on information set forth in the Schedule 13G/A filed with the SEC on January 8, 2024, by BlackRock, Inc., which has sole voting power over 5,255,410 shares and sole dispositive power over 5,488,452 shares. The principal business address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.

38 | PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

STOCK OWNERSHIP

Based on information set forth in the Schedule 13G/A filed with the SEC on February ~~9, 2023,~~13, 2024, by The Vanguard Group, which has shared voting power over ~~49,217~~38,871 shares, sole dispositive power over ~~5,333,109~~5,128,782 shares, and shared dispositive power over

~~103,310~~96,997 shares. The principal business address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.

Based on information set forth in the Schedule 13G/A filed with the SEC on January 25, 2023, by BlackRock, Inc., which has sole voting power over 4,562,058 shares and sole dispositive power over 4,731,781 shares. The principal business address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.

Based on information set forth in the Schedule 13G/A jointly filed with the SEC on February 14, 2023, by Wellington Management Group LLP, a parent holding company, and three of its affiliates: Wellington Group Holdings LLP, owned by Wellington Management Group LLP; Wellington Investment Advisors Holdings LLP, owned by Wellington Group Holdings LLP; and Wellington Management Company LLP, an investment adviser controlled by Wellington Investment Advisors Holdings LLP (the four joint filers collectively, “Wellington”). Wellington reported that the shares as to which the Schedule 13G/A was filed are owned of record by clients of certain Wellington Investment Advisors. According to Wellington, each of the joint filers except Wellington Management Company LLP has shared voting power over 3,015,507 shares and shared dispositive power over 3,857,157 shares. Wellington Management Company LLP has shared voting power over 3,015,507 shares and shared dispositive power over 3,654,701 shares. The principal business address of Wellington is 280 Congress Street, Boston, MA 02210.

Based on information set forth in the Schedule 13G filed with the SEC on February 14, ~~2023,~~2024, by Dimensional Fund Advisors LP which has sole voting power over ~~2,885,227~~3,657,732 shares, and sole dispositive power over ~~2,938,505~~4,674,243 shares. The principal business address of Dimensional Fund Advisors LP. is 6300 Bee Cave Road, Building One, Austin, TX 78746.

Includes 10,000 shares of Common Stock owned directly by the Terry D. McCallister Trust dated June 14, 2013, and indirectly by Terry D. McCallister, as trustee of the trust.

~~Consists of 313,916~~Includes 257,281 shares of Common Stock owned directly by the John P. Schauerman & Claudia H. Schauerman Family Trust dated August 12, 2010, and indirectly by John P. Schauerman, as trustee of the trust.

~~Consists of 162,477~~Includes 145,214 shares of Common Stock owned directly by the Perisich Family Trust dated July 11, 2007, and indirectly by John M. Perisich, as trustee of the trust.

The Company and Mr. Moreno entered into a mutual agreement of separation effective May 22, 2023. The Company has no information regarding his Common Stock ownership as of March 11, 2024. Accordingly, information regarding number of shares of Common Stock owned is presented as of the date of Mr. Moreno’s separation.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our officers, Directors and persons who beneficially own more than ten percent (10%) of a registered class of our equity securities to file reports of securities ownership and changes in ownership with the SEC.

As of the date of this Proxy Statement and based solely on our review of the copies of such reports furnished to us and written representations from our executive officers and Directors, we believe that all reports needed to be filed by current Section 16 reporting persons since January 1, ~~2022~~2023, were filed on a timely basis other than athe following delayed filings: one Form 4 for ~~Stephen C.~~Messrs. McCormick, Dodgen and Perisich covering a common stock acquisition, two Form 4s for Messrs. Ching, Cook, King, McCallister, Rodriguez and Schauerman covering common stock acquisitions, two Form 4s for Mss. Mashinski and Wagner covering common stock acquisitions and one Form 4 for Mr. Cook covering a common stock disposition.

462024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~39

TABLE OF CONTENTS

INFORMATION ABOUT AUDIT FEES AND SERVICES

Independent Registered Public Accounting Firm Fees and Services

The following is a summary of the fees billed for professional services for the fiscal years ended December 31, ~~2022~~2023, and ~~2021:~~2022:

Fee Category	2022 Fees			2021 Fees			Fee Category	2023 Fees			2022 Fees
Audit Fees(1)		$	2,447,014		$	2,111,249	Audit Fees(1)		$	2,202,762		$	2,447,014
Audit Related Fees(2)			190,500			246,000	Audit Related Fees(2)			114,000			190,500
Tax Fees(3)			6,500			35,230	Tax Fees(3)			—			6,500
Total Fees		$	2,644,014		$	2,392,479	All Other Fees			—			—
							Total Fees		$	2,316,762		$	2,644,014

Fees for audit services billed for each of the last two fiscal years consist of the fees associated with the annual audit and reviews of our Quarterly Reports on Form ~~10-Q.~~10-Q, as well as out-of-pocket expenses incurred in the performance of audit services.

Audit related fees billed in each of the last two fiscal years include fees for proxy filings, registration statements, employee benefit plan audit, and standalone audits for Primoris subsidiaries.

Tax fees billed in each of the last two fiscal years include professional services rendered for tax advice and tax planning.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee has adopted policies and procedures regarding the pre-approval of the performance by Moss Adams LLP of audit, audit-related and tax services, except as may otherwise be permitted by law or regulation. Moss Adams LLP has also been instructed to obtain advance approval of any other services. Each pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Moss Adams LLP and management are required to periodically report to the Audit Committee regarding the services provided by the independent auditors in accordance with this pre-approval. All services listed above and all fees were approved in advance by the Audit Committee.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~40 | 47PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

AUDIT COMMITTEE REPORT

The following report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by us under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this report by reference.

The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee (i) the integrity of our financial statements, (ii) the independent registered public accounting firm’s qualifications, independence and performance, (iii) our accounting and financial reporting processes, (iv) our compliance with financial, legal and regulatory requirements, and (v) the audits of our financial statements. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee.

Management has the primary responsibility for the preparation of the financial statements and the reporting process, as well as performing an evaluation and assessment of the effectiveness of the Company’s internal control over financial reporting using the control criteria framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Our management has represented to the Audit Committee that the consolidated financial statements for the fiscal year ended December 31, ~~2022~~2023, were prepared in accordance with generally accepted accounting principles and that the Company’s internal control over financial reporting was effective as of December 31, ~~2022.~~2023. In addition to its review and discussion with management of the audited consolidated financial statements and in the performance of its oversight function over internal controls, the Audit Committee reviewed and discussed with management the critical accounting policies that were applied in the preparation of our consolidated financial statements, and the process for certifications by our Chief Executive Officer and our Chief Financial Officer.

Our independent registered public accounting firm is responsible for auditing the consolidated financial statements for the fiscal year ended December 31, ~~2022~~2023, and issuing an opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2022.~~2023. The Audit Committee discussed the results of the work of the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Securities and Exchange Commission and the Public Company Accounting Oversight Board (“PCAOB”), including PCAOB AS 1301 (Communications with Audit Committees). In addition, the Audit Committee received from the independent registered public accounting firm the written disclosures required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and discussed with them their independence from the Company and its management. The Audit Committee also evaluated whether the independent registered public accounting firm’s provision of non-audit services to us was compatible with the auditor’s independence and determined it was compatible. The members of the Audit Committee met in executive session (with no management in attendance) with the independent registered public accounting firm each quarter during the year.

The Board determined that the Audit Committee members meet the independence requirements of Rule 10A-3 of the Exchange Act and applicable ~~Nasdaq~~NYSE independence rules.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, for filing with the SEC.

Audit Committee
Carla S. Mashinski (Chair)
Michael E. Ching
Stephen C. Cook
Jose R. Rodriguez

482024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~41

TABLE OF CONTENTS

EXECUTIVE LEADERSHIP

The executive officers of Primoris as of March ~~13, 2023~~11, 2024 are as follows:

See “Proposal 1 – Election of Directors” for a description of Mr. McCormick’s (President and Chief Executive Officer) business experience.

					Kenneth M. Dodgen Executive Vice President, Chief Financial Officer (CFO) Age: 5758
		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,~~construction, power ~~plant, and electric transmission construction, as well as retail~~generation, technology, energy 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: 54~~
		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 and Administrative Officer and Secretary Age: 5859
		Mr. Perisich has served as our Executive Vice President and Chief Legal and Administrative Officer since March 2024 and previously 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.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~42 | 49PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the oversight of our executive compensation program by the Compensation Committee of the Board of Directors and provides a discussion of the compensation ~~earned~~provided in ~~2022 by~~2023 to our named executive officers (“NEOs”). Our NEOs for ~~2022~~2023 include the following:

[MISSING IMAGE: ph_kennethmdodgen-4clr.jpg]

[MISSING IMAGE: ph_johnmperisich-4c.jpg]

Thomas E.
McCormick

Kenneth M.
Dodgen

John F.M.
~~Moreno, Jr.~~Perisich

John M.
Perisich

President and Chief Executive Officer (CEO)

Executive Vice President, Chief Financial Officer (CFO)

Executive Vice President, Chief ~~Operating~~Legal and Administrative Officer and Secretary

~~Executive Vice President, Chief Legal Officer and Secretary~~

Overview

Our management compensation programs apply broadly to all officers and management persons at the Company with modifications to reflect the different management levels, experience levels and types of responsibilities. The Company’s goal 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.

In 2019, the Compensation Committee approved the Incentive Compensation Plan (“ICP”) that established a more formulaic annual incentive calculation and added an increased emphasis on equity awards within the total compensation structure. The ICP established a total annual reward that was paid 75% in cash and 25% in equity. In ~~2022,~~2023, the Compensation Committee ~~replaced the ICP with the~~implemented an all-cash Annual Incentive Plan (“AIP”) ~~and added a~~along with an equity based Long-Term Incentive Plan (“LTIP”). The AIP provides for an annual incentive calculation that is based on Company performance metrics and is paid in cash. The LTIP provides for an annual grant of equity awards. The first grant under the LTIP occurred in March 2023. We believe ~~that our compensation practice~~this incentive structure will further enhance value for our stockholders.

Shareholder “Say-on-Pay” Vote

At our Annual Meeting of Stockholders in May ~~2020, 85.2%~~2023, 91.0% 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~~2023 Annual Meeting on the proposed frequency for seeking advisory votes on executive compensation, we ~~historically have submitted~~submit a say-on-pay proposal to a shareholder vote every ~~three years. Going forward, we are recommending that shareholders support holding an annual say-on-pay vote.~~ ~~See “Proposal 3: Advisory, Non-Binding Vote Approving the Frequency of Advisory Votes on Named Executive Officer Compensation~~.”

year.

502024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~43

TABLE OF CONTENTS

Compensation Philosophy

[MISSING IMAGE: tm212391d2-fc_philospypn.jpg]

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~44 | 51PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Executive Compensation

Processes and Procedures for Determining Executive Compensation

The following describes the roles of the key participants and sources of information in the process of setting compensation.

522024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~45

TABLE OF CONTENTS

Executive Compensation

Components of NEO Compensation

The primary elements of our current compensation and benefits programs for our NEOs are summarized in the table below. Each component has a critical role in motivating and rewarding strong performance and retaining the NEOs who deliver such performance.

Compensation Element	Performance/Payment Criteria	Purpose
Base Salary Cash	• Individual performance; • Specific role and responsibilities; and • Experience in the role	• To provide a fixed level of cash compensation; and • To attract and retain key executives
Annual Incentive Plan Cash	Total award is based on the achievement of performance targets established by the Compensation Committee related to: • Net Income; • New Business Generated; • Cash Management; and • Safety Performance	• To provide incentives to achieve annual financial and operational performance targets, which focus on profitable growth and safe execution; • To reward achievement of those targets; and • To attract and retain key executives
Long-Term Incentive Plan Performance Stock Units (“PSUs”) Restricted Stock Units (“RSUs”)	• PSUs vest over three years, subject to continued service, and are tied to the achievement of performance targets related to (i) Net Income and (ii) Operating Margin, in each case established by the Compensation Committee • RSUs vest over three years, subject to continued service	• To incentivize achievement of our long-term financial performance ~~targets~~targets; • To attract and retain key executives; and • To align executive and stockholder interests
Retirement Benefits 401(k) Matching	—	• To provide a competitive compensation package
Non-Qualified Deferred Compensation Plan
Perquisites Healthcare Benefits Auto Allowance Aircraft Usage	—	• To maintain the health and safety of executives; and • To provide a competitive compensation package

Compensation Committee Pay Decisions

Base Salary Amounts

In accordance with Company practices, base salaries for employees are reviewed annually. For the NEOs, with the exception of the CEO, the Compensation Committee reviewed the recommendations from Mr. McCormick at the time of the annual reviews. The following table shows changes approved by the Board, effective February ~~27, 2022:~~26, 2023:

Name	2022 Base Salary			2021 Base Salary			Percentage Increase		Name	2023 Base Salary			2022 Base Salary			Percentage Increase
Thomas E. McCormick		$	850,000		$	750,000		13.3%	Thomas E. McCormick		$	900,000		$	850,000		5.9%
Kenneth M. Dodgen			530,000			460,000		15.2%	Kenneth M. Dodgen			555,000			530,000		4.7%
John F. Moreno Jr.			600,000			560,000		7.1%	John M. Perisich			555,000			530,000		4.7%
John M. Perisich			530,000			500,000		6.0%	John F. Moreno Jr.(1)			625,000			600,000		4.2%

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~46 | 53PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Executive Compensation

Mr. Moreno was Executive Vice President, Chief Operating Officer from April 2019 until mutual separation from the Company effective May 22, 2023.

Annual Incentive Plan

The Company’s annual incentive plan (“AIP”) for senior leadership and executives is designed to provide annual awards payable in cash.

An eligible NEO that begins employment during the performance year will generally ~~have to wait a~~be prorated for their first year ~~to enter the AIP,~~based on their date of hire, unless otherwise determined by the CEO and with the approval of the Compensation Committee. Generally, a NEO must be employed by the Company on the date any cash incentive compensation is paid. Otherwise, the NEO forfeits any and all rights to such compensation unless contractual provisions entitle the NEO to a full or pro-rated amount or otherwise as determined by the CEO (other than with respect to himself) and with approval of the Compensation Committee.

Measurable Performance Awards

The measurable performance award for each NEO under the AIP is calculated as a percentage of such NEO’s base salary earned during the year (the “AIP Target”), which is then multiplied by the weighted achievement percentage associated with the Company performance metrics, as set forth in the following calculation:

542024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~47

TABLE OF CONTENTS

Executive Compensation

The Compensation Committee established the following AIP Targets for each NEO for the ~~2022~~2023 performance year:

Name	Base Salary Earned			AIP Target (% of Base Salary)		AIP Target Amount			Name	Base Salary Earned			AIP Target (% of Base Salary)		AIP Target Amount
Thomas E. McCormick		$	833,461		120%		$	1,000,154	Thomas E. McCormick		$	890,769		120%		$	1,068,923
Kenneth M. Dodgen			518,423		100			518,423	Kenneth M. Dodgen			550,385		100			550,385
John F. Moreno Jr.			593,385		100			593,385	John M. Perisich			550,385		100			550,385
John M. Perisich			525,039		100			525,039	John F. Moreno Jr.			250,192		(1)			—

Mr. Moreno separated from the Company effective May 22, 2023, and did not receive a bonus.

Net Income Component

The Net Income Component of the AIP is based on annual net income. A payout occurs only if actual net income is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the ~~2022~~2023 performance year, NEOs could earn awards for this component of the AIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):

If Net Income is (in millions)	% of Target	Achievement %		If Net Income is (in millions)	% of Target	Achievement %
Below $89.9 (threshold)	Less than 75%		0%	Below $89.8 (threshold)	Less than 75%		0%
$89.9	75%		25%	$89.8	75%		25%
$119.9 (target)	100%		100%	$119.7 (target)	100%		100%
At or above $143.9 (maximum)	120%		150%	At or above $143.7 (maximum)	120%		150%

For the ~~2022~~2023 performance year, the Compensation Committee established a target AIP net income of ~~$119.9~~$119.7 million. The Compensation Committee concluded that actual AIP net income for the performance year was ~~$117.7,~~$125.4, which represents approximately ~~98.2%~~104.8% of the target and an achievement percentage of ~~94.5%~~111.9%.

The following table details the actual payouts associated with the AIP Net Income component:

Name	AIP Target Amount			AIP Net Income Component		Achievement Percentage		AIP Net Income Award Earned(1)			Name	AIP Target Amount			AIP Net Income Component		Achievement Percentage		AIP Net Income Award Earned(1)
Thomas E. McCormick		$	1,000,154		60%		94.5%		$	566,951	Thomas E. McCormick		$	1,068,923		60%		111.9%		$	717,720
Kenneth M. Dodgen			518,423		60		94.5			293,876	Kenneth M. Dodgen			550,385		60		111.9			369,552
John F. Moreno Jr.			593,385		60		94.5			336,369	John M. Perisich			550,385		60		111.9			369,552
John M. Perisich			525,039		60		94.5			297,626

Calculations may not be exact due to the rounding of the achievement percentage input used in the ~~calculation~~calculation.

New Business Generated Component

The New Business Generated Component of the AIP ~~is based on~~measures the amount of new ~~contracts executed where scope is adequately defined, and revenue~~business the Company has generated ~~under contracts where scope is not adequately defined during~~in the ~~2022~~ plan year. A payout occurs only if actual new business generated is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the ~~2022~~2023 performance year, NEOs could earn awards for this component of the AIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):

If New Business Taken is (in millions)	% of Target	Achievement %		If New Business Taken is (in millions)(1)	% of Target	Achievement %
Below $3,246.2 (threshold)	Less than 75%		0%	Below $4,140.3 (threshold)	Less than 75%		0%
$3,246.2	75%		25%	$4,140.3	75%		25%
$4,328.3 (target)	100%		100%	$5,520.3 (target)	100%		100%
At or above $5,193.9 (maximum)	Greater than 120%		150%	At or above $6,624.4 (maximum)	Greater than 120%		150%

Sum of new contracts executed where scope is adequately defined, and revenue generated under contracts where scope is not adequately defined during the plan year.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~48 | 55PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Executive Compensation

For the ~~2022~~2023 performance year, the Compensation Committee established a target AIP new business generated of ~~$4,328.3~~$5,520.3 million. The Compensation Committee concluded that actual AIP new business generated for the performance year was ~~$5,279.9~~$7,486.1 million, which represents approximately ~~122.0%~~135.6% of the target and an achievement percentage of 150.0%.

The following table details the actual payouts associated with the AIP New Business Generated component:

Name	AIP Target Amount			AIP New Business Generated Component		Achievement Percentage		AIP 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		$	1,000,154		20%		150.0%		$	300,046	Thomas E. McCormick		$	1,068,923		20%		150.0%		$	320,677
Kenneth M. Dodgen			518,423		20		150.0			155,527	Kenneth M. Dodgen			550,385		20		150.0			165,115
John F. Moreno Jr.			593,385		20		150.0			178,015	John M. Perisich			550,385		20		150.0			165,115
John M. Perisich			525,039		20		150.0			157,512

Calculations may not be exact due to the rounding of the achievement percentage input used in the ~~calculation~~calculation.

Cash Management Component

The Cash Management Component of the AIP ~~is based on~~signifies the ability of the Company to manage cash during the ~~2022~~2023 plan year. Cash management is measured as the average days of accounts receivable outstanding plus the average days of unbilled contract revenue outstanding less the average days of deferred contract revenue outstanding. A payout occurs only if actual cash management is better than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the ~~2022~~2023 performance year, NEOs could earn awards for this component of the AIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):

If Cash Management is (in days)	% of Target	Achievement %		If Cash Management is (in days)(1)	% of Target	Achievement %
Above 87.5 (threshold)	Greater than 125%		0%	Above 87.5 (threshold)	Greater than 125%		0%
87.5	125%		25%	87.5	125%		25%
70 (target)	100%		100%	70.0 (target)	100%		100%
At or below 56.0 (maximum)	Less than 80%		150%	At or below 56.0 (maximum)	Less than 80%		150%

Cash management is measured as the average days of accounts receivable outstanding plus the average days of unbilled contract revenue outstanding less the average days of deferred contract revenue outstanding.

For the ~~2022~~2023 performance year, the Compensation Committee established a target AIP cash management of 70 days. The Compensation Committee concluded that actual AIP cash management for the performance year was 5760 days, which represents approximately ~~81.4%~~114.3% of the target and an achievement percentage of ~~146.4%~~135.7%.

The following table details the actual payouts associated with the AIP Cash Management component:

Name	AIP Target Amount			AIP Cash Management Component		Achievement Percentage		AIP Cash Management Award Earned			Name	AIP Target Amount			AIP Cash Management Component		Achievement Percentage		AIP Cash Management Award Earned(1)
Thomas E. McCormick		$	1,000,154		10%		146.4%		$	146,451	Thomas E. McCormick		$	1,068,923		10%		135.7%		$	145,068
Kenneth M. Dodgen			518,423		10		146.4			75,912	Kenneth M. Dodgen			550,385		10		135.7			74,695
John F. Moreno Jr.			593,385		10		146.4			86,888	John M. Perisich			550,385		10		135.7			74,695
John M. Perisich			525,039		10		146.4			76,881

Calculations may not be exact due to the rounding of the achievement percentage input used in the calculation.

562024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~49

TABLE OF CONTENTS

Executive Compensation

Safety Performance Component

The final component of the AIP is based on the Company’s achievement of measurable safety performance goals. Performance with respect to this component is measured by the Company’s consolidated total recordable incident rate (“TRIR”) for the performance year. ~~TRIR is defined as the number of work injuries in the performance year multiplied by 200,000 divided by reportable hours worked.~~ A payout occurs only if actual TRIR is below the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the ~~2022~~2023 performance year, NEOs could earn awards for this component of the AIP as follows (when performance falls between the designated payout points below the threshold amount, the awards are determined by interpolation):

If TRIR is	% of Target	Achievement %		If TRIR is(1)	% of Target	Achievement %
Above 0.73 (threshold)	Greater than 125%		0%	Above 0.70 (threshold)	Greater than 125%		0%
0.75	125%		25%	0.70	125%		25%
0.58 (target)	100%		100%	0.56 (target)	100%		100%
Below 0.46 (maximum)	Less than 80%		150%	Below 0.45 (maximum)	Less than 80%		150%

TRIR is defined as the number of work injuries in the performance year multiplied by 200,000 divided by reportable hours worked.

For the ~~2022~~2023 performance year, the Compensation Committee established a target AIP TRIR of ~~0.58.~~0.56. The Compensation Committee concluded that actual AIP TRIR for the performance year was ~~0.50,~~0.46, which represents approximately ~~86.2%~~117.9% of the target and an achievement percentage of ~~132.9%~~144.6%.

The following table details the actual payouts associated with the AIP Safety component:

Name	AIP Target Amount			AIP Safety Component		Achievement Percentage		AIP Safety Award Earned			Name	AIP Target Amount			AIP Safety Component		Achievement Percentage		AIP Safety Award Earned(1)
Thomas E. McCormick		$	1,000,154		10%		132.9%		$	132,902	Thomas E. McCormick		$	1,068,923		10%		144.6%		$	154,612
Kenneth M. Dodgen			518,423		10		132.9			68,889	Kenneth M. Dodgen			550,385		10		144.6			79,609
John F. Moreno Jr.			593,385		10		132.9			78,850	John M. Perisich			550,385		10		144.6			79,609
John M. Perisich			525,039		10		132.9			69,768

~~Discretionary Amounts~~1

Calculations may not be exact due to the rounding of the achievement percentage input used in the calculation.

Long-Term Incentive Plan (“LTIP”)

~~Under~~In 2022, the Compensation Committee approved a replacement for the previous ~~ICP, 25% of each NEOs total annual award was discretionary, as evaluated and approved by the~~Incentive Compensation Committee. There is not a requirement that there be a relationship between the measurable performance and the discretionary performance. For example, a discretionary performance bonus could be awarded even if most, or all, of the measurable performance goals were not attained. Similarly, an excellent measurable performance would not necessarily result in awarding a maximum discretionary performance amount. Under the AIP established in 2022, all annual awards were based on measurable performance.

~~The following table lists the discretionary performance award amounts for 2021.~~

Name
2021
Discretionary
Performance
Amount

Thomas E. McCormick $ 352,387
Kenneth M. Dodgen 178,747
John F. Moreno, Jr. 193,274
John M. Perisich 206,578

~~Equity Awards~~

~~Under the previous ICP, all of~~Plan (“ICP”) where the NEOs were paid their total incentives awards ~~(measurable and discretionary)~~ 75% in cash and 25% in ~~RSUs.~~RSUs with the LTIP. The RSUs from the ICP generally vest over three years in equal annual installments, as long as the NEO is employed by the Company, subject to accelerated vesting upon the reporting person’s termination without cause, death, disability, or retirement from the Company. The number of RSUs were determined using a 25% discount to the average December 2021 closing price for Primoris shares. The last RSU vesting under this plan occurred on March 1, 2024.The LTIP for senior leadership is designed to provide our NEOs with long-term incentive awards payable in equity. Targets are reviewed and set by the Compensation Committee. In connection with the new LTIP design, the 2023 award values approved by the Compensation Committee included both annual and transition components. This approach was intended to be a one-time occurrence and, in 2024, LTIP award values will be based on the annual component only. As performance periods are completed, we will discuss the achievement and any payouts, along with retroactively disclosing the targets for the metrics that do not cause competitive harm, after the relevant portion of the LTIP awards vest.

In 2023, 75% of the equity granted was in the form of PSUs and 25% was in the form of RSUs. RSUs vest over three years in increments of 25% after year one, 25% after year two and 50% after year three. PSUs for the 2023 plan year are eligible to vest over three years in increments of 25% after year one, 25% after year two and 50% after year three. Actual vested shares under PSU awards for any vesting year are determined by performance for that year against metrics as outlined below. The Compensation Committee approved, for the 2023 plan year only, the PSU vesting schedule to be ratable with the aim to effectively transition participants from the ICP. In performance year 2024 and beyond, 100% of the PSUs granted will cliff vest after year three.

50 | PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Executive Compensation

Name	Total Grant (in units at target)		PSUs Granted (in units at target)		RSUs Granted (in units)
Thomas E. McCormick		168,365		126,273		42,092
Kenneth M. Dodgen		59,638		44,728		14,910
John M. Perisich		67,093		50,319		16,774
John F. Moreno Jr.(1)		79,274		59,455		19,819

Mr. Moreno separated from the Company on May 22,2023. Pursuant to the terms of the separation agreement, the Company accelerated the vesting of the 19,819 RSUs and the 59,455 PSUs were forfeited.

Cumulative Net Income Component

The Net Income Component of the LTIP is based on cumulative net income. Vesting occurs only if actual cumulative net income is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2023 performance year, NEOs could earn PSU awards for this component of the LTIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):

If Net Income is (in millions)	% of Target	Achievement %
Below $89.8 (threshold)	Less than 75%		0%
$89.8	75%		25%
$119.7 (target)	100%		100%
At or above $143.7 (maximum)	120%		200%

For the 2023 performance year, the Compensation Committee established a target LTIP Cumulative Net Income of $119.7 million. The Compensation Committee concluded that actual net income for the performance year was $125.4 million, which represents approximately 104.8% of the target and an achievement percentage of 123.8%.

The following table details the actual payouts associated with the LTIP Cumulative Net Income component which were paid to our NEOs in shares of Primoris common stock after completion of the performance period ended December 31, 2023:

Name	LTIP PSU Target Shares		LTIP Cumulative Net Income Component		Achievement Percentage		LTIP PSU Shares Earned(1)
Thomas E. McCormick		31,569		70%		123.8%		27,362
Kenneth M. Dodgen		11,182		70%		123.8%		9,693
John M. Perisich		12,580		70%		123.8%		10,905

Calculations may not be exact due to the rounding of the achievement percentage input used in the calculation.

Operating Margin Percentage Component

The Operating Margin Percentage of the LTIP is based on the annual operating margin percentage. A vesting occurs only if actual operating margin percentage is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2023 performance year, NEOs could earn PSU awards for this component of the LTIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):

If Operating Margin is	% of Target	Achievement %
Below 3.60% (threshold)	Less than 75%		0%
3.60%	75%		25%
4.80% (target)	100%		100%
At or above 5.76% (maximum)	120%		200%

2024 PROXY STATEMENT

PRIMORIS | 5751

TABLE OF CONTENTS

Executive Compensation

For the 2023 performance year, the Compensation Committee established a target LTIP Operating Margin % of 4.80%. The Compensation Committee concluded that actual Operating Margin % for the performance year was 4.41%, which represents approximately 91.9% of the target and an achievement percentage of 75.6%.

The following table ~~shows~~details the ~~total RSUs earned by each~~actual payouts associated with the Operating Margin Percentage component which were paid to our NEOs in shares of Primoris common stock after completion of the ~~NEOs under~~performance period ended December 31, 2023:

Name	LTIP PSU Target Shares		LTIP Operating Margin Percentage Component		Achievement Percentage		LTIP PSU Shares Earned(1)
Thomas E. McCormick		31,569		30%		75.6%		7,162
Kenneth M. Dodgen		11,182		30%		75.6%		2,538
John M. Perisich		12,580		30%		75.6%		2,856

Calculations may not be exact due to the ~~ICP~~rounding of the achievement percentage input used in ~~2021 and granted in March 2022:~~the calculation.

~~Name~~		~~RSUs Granted~~
~~Thomas E. McCormick~~			~~18,021~~
~~Kenneth M. Dodgen~~			~~8,774~~
~~John F. Moreno, Jr~~			~~10,332~~
~~John M. Perisich~~	��		~~9,759~~

Other Compensation Items

Stock Ownership Guidelines

In August 2019, our Nominating and Corporate Governance Committee established minimum stock ownership guidelines for executive officers, with the goal of promoting equity ownership and aligning our executive officers’ interests with our stockholders. The ownership guidelines are currently established at the following minimum levels:

	Name			Guideline
	Chief Executive Officer			3x base salary
	Other Executive Officers			2x base salary

Officers will have five years from adoption of these stock ownership guidelines or five years from the date of hiring or promotion to acquire the shares needed to meet the stock ownership guidelines. The Company’s Secretary will evaluate compliance on an annual basis, as of April 29 of each year, and not on a running basis. If an officer achieves compliance with these stock ownership guidelines as of April 29 of any year, the officer will not be deemed to have failed to comply with these guidelines as of April 29 of any future year as a result of a decline in the Company’s stock price if the officer has not sold any shares. The Secretary will provide a compliance report to the Nominating and Corporate Governance Committee prior to the annual election of executive officers.

The following are used in determining stock ownership for purposes of these guidelines:

		• 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.

Anti-Hedging Policy

The Company prohibits ~~directors~~Directors and executive officers from entering into speculative transactions in Primoris securities, such as prepaid variable forwards, forward sale contracts, short sales, equity swaps, collars, zero-cost collars and other derivative transactions. We believe these prohibitions ensure that levels of stock ownership in accordance with our stock ownership guidelines are effective in aligning each individual’s interests with those of our stockholders.

Pay Recoupment (Clawback) Policy

~~The Company employs~~On November 2, 2023, the ~~following clawback policy that applies to NEOs.~~ Board adopted the Dodd-Frank Compensation Recovery Policy for NEOs, effective as of October 2, 2023.

52 | PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

Executive Compensation

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company ~~as a result of misconduct~~ with any financial reporting requirement under the federal securities laws, the Company will recover any ~~participant who knowingly~~erroneously awarded incentive-based compensation from current or ~~through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed~~former officers subject to ~~prevent the misconduct, and any participant who is one~~reporting under Section 16 of the ~~individuals subject to automatic forfeiture under Section 304~~Exchange Act that was received within the applicable recovery period. The Compensation Committee of the Sarbanes-Oxley Act of 2002, shall reimburse the Company for the amount of any payment in settlement of an award earned or accrued during the twelve (12) month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement. The Board has ~~sole~~ discretion to make ~~any and~~ all decisions under this policy.

~~The SEC has adopted new rules that will affect the Company’s clawback policies. The Company will update its policies to be in compliance with such new rules when they go into effect.~~

58 | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~

~~TABLE OF CONTENTS~~

~~Executive Compensation~~

Risk Assessment

The Compensation Committee considered the risks associated with the Company’s compensation policies and practices for executive officers and determined that it did not identify any risks that are reasonably likely to have a material adverse effect on the Company. This conclusion was based on the following considerations:

		• The Compensation Committee structures compensation at the senior management level to consist of both fixed and variable compensation. The base salaries of senior management are typically set at market levels and are designed to provide a steady income so that senior management does not feel pressured to focus exclusively on stock price performance to the detriment of other important business metrics. The variable portions of compensation are generally designed to reward both short-term and long-term performance as measured under several financial and operational performance metrics. Additionally, PSUs and RSUs generally vest over three years, which the Compensation Committee believes encourages senior management to focus on sustained stock appreciation and promotes retention. The Compensation Committee believes that the variable elements of compensation are a sufficient percentage of overall compensation to motivate short-term and long-term results, while the fixed element is also sufficient such that senior management is not encouraged to take unnecessary or excessive risks in doing so.
		• The Compensation Committee believes the financial and operational performance measures for determining cash and equity awards earned under our incentive plans are aligned with the Company’s short-term and long-term operating and strategic plans and that the targets for those measures are set at appropriate levels that do not encourage unnecessary or excessive risk taking.
		• The Board has adopted stock ownership guidelines for our executive officers, which the Compensation Committee believes provide a considerable incentive for management to consider the Company’s long-term interests because a meaningful portion of their personal investment portfolio consists of the Company’s Common Stock.
		• Individual awards are capped under our AIP, which the Compensation Committee believes mitigates excessive risk taking.
		• The Company has a clawback policy that ~~allows~~requires 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.

Tax Matters

Generally, Internal Revenue Code Section 162(m) limits a tax deduction to public companies for compensation of each “covered employee” to $1 million in any one year. Amendments to Section 162(m) for the Tax Cuts and Jobs Act of 2017 (“Tax Act”) became effective in tax years beginning on or after January 1, 2018. As amended, Section 162(m) no longer allows performance-based compensation to be exempt from the deduction limitation. Further, for tax years beginning on or after January 1, 2018, the deduction limitation applies to compensation of a public company’s CEO, CFO and each of the next three highest compensated executive officers. Beginning in 2017, an employee who becomes a covered employee will remain a covered employee until separation from the Company. The Company structured the 2013 and 2023 Equity ~~Plan~~Incentive Plans with the intention that certain performance awards made under the ~~plan~~plans would qualify for tax deductibility. As a result of changes within the Tax Act, the performance awards are now subject to the deduction limitation along with other compensation.

Employment Agreements for Named Executive Officers

Effective April 1, 2022, the Company entered into an employment agreement with Thomas E. McCormick, setting out his annual base salary, plus a performance bonus opportunity. In the event of termination without cause, resignation with good reason or by reason of death ~~disability~~ or ~~change of control, certain~~disability, severance benefits will be paid, including a lump sum ~~payment~~equal to 200% of ~~200% of~~the annual base salary, a ~~pro rata portion of a~~pro-rated bonus for the current year, up to one year of the employee’s share of the premium for COBRA medical benefits, and accelerated vesting of any ~~RSUs.~~unvested RSUs and PSUs. In the event of termination due to a change in control, severance benefits will be paid, including a lump sum equal to 2.5 times the sum of the annual base salary in effect upon the termination date and the target bonus for the year in which the termination date occurs, a bonus, if any, which would have been payable to the employee for the calendar year in which the termination date occurs, up to 30 months of the employee’s share of the premium for COBRA medical benefits and accelerated vesting of any unvested RSUs and PSUs.

Effective April 1, 2022, the Company entered into employment agreements with Kenneth M. Dodgen ~~John F. Moreno, Jr.,~~ and John M. Perisich setting out their annual base salary, plus a performance bonus opportunity. In the event of termination without cause, resignation with good reason or by reason of death ~~disability~~ or ~~change of control, certain~~disability, severance benefits will be paid, including a lump sum ~~payment~~equal to 100% of ~~100% of~~the annual base salary, a ~~pro rata portion of a~~pro-rated bonus for the current year, up to one year of the employee’s share of the premium for COBRA medical benefits, and accelerated vesting of any ~~RSUs.~~unvested RSUs and PSUs. In the event of termination due to a change in control, severance benefits will be paid, including a lump sum equal to 2.0 times the

2024 PROXY STATEMENT

PRIMORIS | 53

TABLE OF CONTENTS

Executive Compensation

sum of the annual base salary in effect upon the termination date and the target bonus for the year in which the termination date occurs, a pro-rated bonus, if any, which would have been payable to the employee for the calendar year in which the termination date occurs, up to 24 months of the employee’s share of the premium for COBRA medical benefits and accelerated vesting of any unvested RSUs and PSUs.

All of the employment agreements contain certain restrictive covenants that prohibit the executives from disclosing information that is confidential to us and our subsidiaries and generally prohibits them, during the employment term and for two years thereafter, from soliciting or hiring our employees or our subsidiary employees and from using our confidential information to divert any customer business from us, or to otherwise alter the manner in which a customer does business with us.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~54 | 59PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included herein and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

Compensation Committee
Patricia K. Wagner (Chair)
Carla S. Mashinski
John P. Schauerman

602024 PROXY STATEMENT

PRIMORIS | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~55

TABLE OF CONTENTS

COMPENSATION TABLES

Summary Compensation Table

The following table and accompanying notes provide summary information with respect to total compensation earned or paid by us or our subsidiaries to our NEOs.

Name and Principal Position	Year	Salary(1)	Bonus(2)	Stock Awards(3)	Non-Equity Incentive Plan Compensation(4)	All Other Compensation(5)	Total					Stock Awards			Non-Equity Incentive Plan Compensation(5)
Thomas E. McCormick President and Chief Executive Officer	2022	$833,461	$—	$475,214	td,146,351	td30,561	td,585,587	Name and Principal Position Year	Year	Salary(1)	Bonus(2)	RSUs ($)(3)	PSUs ($)(4)	Total ($)		All other Compensation(6)		Total
	2021	737,019	264,291	1,644,586	694,236	106,506	3,446,638	Thomas E. McCormick President and Chief Executive Officer	2023	$890,769	$—	td,157,530	$3,472,508	$4,630,038	td,338,077		td45,744		$7,004,628
	2020	653,365	261,857	223,121	909,188	103,620	2,151,151		2022	833,461	—	475,214	—	475,214	1,146,351		130,561		2,585,587
Kenneth M. Dodgen Executive Vice President, Chief Financial Officer	2022	$518,423	$—	td31,370	$594,204	$86,844	td,430,841		2021	737,019	264,291	1,644,586	—	1,644,586	694,236		106,506		3,446,638
	2021	453,960	134,060	673,805	332,584	64,821	1,659,230	Kenneth M. Dodgen Executive Vice President, Chief Financial Officer	2023	$550,385	$—	$410,025	td,230,020	td,640,045	$688,971		td22,888		$3,002,289
	2020	421,956	131,532	122,462	456,689	36,374	1,169,013		2022	518,423	—	231,370	—	231,370	594,204		86,844		1,430,841
John F. Moreno, Jr. Executive Vice President, Chief Operating Officer	2022	$593,385	$—	td72,455	$680,122	$67,540	td,613,502		2021	453,960	134,060	673,805	—	673,805	332,584		64,821		1,659,230
	2021	552,212	144,956	844,824	404,566	57,467	2,004,025	John M. Perisich Executive Vice President Chief Legal and Administrative Officer	2023	$550,385	$—	$461,285	td,383,773	td,845,058	$688,971		td34,073		$3,218,487
	2020	514,519	160,385	112,888	556,871	61,160	1,405,823		2022	525,039	—	257,345	—	257,345	601,786		86,659		1,470,829
John M. Perisich Executive Vice President, Chief Legal Officer	2022	$525,039	$—	td57,345	$601,786	$86,659	td,470,829		2021	497,029	154,933	719,659	—	719,659	364,138		46,113		1,781,872
	2021	497,029	154,933	719,659	364,138	46,113	1,781,872	John F. Moreno Jr. Former Executive Vice President, Chief Operating Officer	2023	td50,193	$—	$545,023	td,635,013	td,180,036	$—		td,595,790		$4,026,019
	2020	481,749	150,170	147,175	521,403	36,550	1,337,047		2022	593,385	—	272,455	—	272,455	680,122		67,540		1,613,502
									2021	552,212	144,956	844,824		844,824	404,566		57,467		2,004,025

Salary includes all regular wages paid to the NEO and any amount that was voluntarily deferred by the NEO pursuant to our 401(k) Plan.

The amounts shown in this column represents the discretionary cash awards earned under the Company’s previous ICP, which is discussed in further detail in the preceding section “Compensation Discussion and Analysis—Overview”.

The amounts shown in this column represents the aggregate grant date fair value of the RSUs granted by our Board of Directors computed in accordance with FASB ASC Topic 718, as described in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. The grant date fair value was based on the market closing price of our stock one day prior to the grant date. This amount reflects our accounting expense to be recognized over the vesting period of the RSUs awarded and does not correspond to the actual value that will be recognized by the NEO. These awards were granted on March 1, ~~2022 based on 2021 performance under the Company’s previous ICP.~~2023.

The amounts shown reflect the aggregate grant date fair value of PSUs granted during the fiscal years ended December 31, 2023, calculated in accordance with FASB ASC Topic718. The grant date fair value is based on the closing price of our common stock on the date of grant of March 1, 2023. Grant date fair value of PSUs was based on probable achievement of the applicable performance goals, and the value ultimately realized by the NEO upon actual vesting of the awards may or may not be equal to this determined value. PSUs vest upon completion of a performance period (subject to continued service), with the amount that vests based on the achievement of certain Company performance conditions. The final amount of earned PSUs can range from 0% to a maximum of 200% (assuming the highest level of performance) of the target amount of unearned PSUs that were granted, and upon settlement, shares of our common stock are issued for each earned PSU. With respect to the PSUs awarded during fiscal year 2023, the grant date fair value, assuming the highest level of Company performance conditions were to be achieved, would be as follows: for Mr. McCormick, $6,945,016; for Mr. Dodgen, $2,460,040; for Mr. Perisich, $2,767,546; and for Mr. Moreno, $3,270,026.

Amounts shown in this column reflect the measurable cash awards earned under the Company’s AIP, which is discussed in further detail in the preceding section “Compensation Discussion and Analysis—Annual Incentive Plan.”

All other compensation for the NEOs includes the following:

	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		Year	Auto Allowance	Personal Use of Company Airplane(1)	Company Paid Portion of Health Care Benefits	Company Paid Contributions to Employee 401k Savings Account	Separation Payment(2)	Total Other Compensation
Thomas E. McCormick	2022	$12,000	$93,196	$13,165	$12,200	$130,561	Thomas E. McCormick	2023	$12,000	$105,526	$15,018	$13,200	—	$145,744
Kenneth M. Dodgen	2022	$11,800	$49,679	$13,165	$12,200	$86,844	Kenneth M. Dodgen	2023	$12,000	$82,670	$15,018	$13,200	—	$122,888
John F. Moreno, Jr.	2022	$12,000	$28,113	$15,227	$12,200	$67,540	John M. Perisich	2023	$12,000	$93,855	$15,018	$13,200	—	$134,073
John M. Perisich	2022	$12,000	$49,294	$13,165	$12,200	$86,659	John F. Moreno Jr	2023	$5,000	$23,829	$6,953	$10,008	$1,550,000(2)	$1,595,790

The Company determined the value of personal aircraft use using the aggregate incremental cost to the Company, including the cost of fuel, trip-related maintenance, crew travel expenses, landing fees, trip related costs and other variable costs. For tax purposes, income is imputed to the executive for non-business travel based on a multiple of the SIFL rates.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~56 | 61PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

The Company and Mr. Moreno entered into a mutual agreement of separation effective May 22, 2023. Under the terms of the separation agreement, Mr. Moreno was paid $1,550,000, a portion of which was paid through the accelerated vesting of 19,819 RSUs previously awarded to Mr. Moreno in March 2023 under an RSU Agreement. The RSUs were valued at $545,815 calculated pursuant to the share price at market close on May 22, 2023. The remaining $1,004,185 was paid in cash.

Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Options Exercised and Stock Grants Vested

The following table sets forth the individual grants of plan-based awards to our NEOs during ~~2022.~~2023.

Grants of Plan-Based Awards

		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)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All other Stock Awards: Number of Shares of Stock or Units(3)	Grant Date Fair Value of Stock Awards(4)
	Grant Date	Threshold ($)	Target ($)	Maximum ($)				Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Thomas E. McCormick	N/A	208,365	1,000,154	1,205,192			Thomas E. McCormick	N/A	0	1,068,923	1,603,384
	3/1/2022				18,021	$475,214		3/1/2023				0	126,273	252,546	42,092	4,630,038
Kenneth M. Dodgen	N/A	129,606	518,423	777,635			Kenneth M. Dodgen	N/A	0	550,385	825,577
	3/1/2022				8,774	td31,370		3/1/2023				0	44,728	89,456	14,910	1,640,045
John F. Moreno, Jr.	N/A	148,346	593,385	890,077			John M. Perisich	N/A	0	550,385	825,577
	3/1/2022				10,332	td72,455		3/1/2023				0	50,319	100,638	16,774	1,845,058
John M. Perisich	N/A	131,260	525,039	787,558			John F. Moreno Jr.(5)	N/A	0	620,673	931,010
	3/1/2022				9,759	td57,345		3/1/2023				0	59,455	118,910	19,819	2,180,036

The threshold, target and maximum amounts in these columns show the range of cash payouts targeted for ~~2022~~2023 that could have been earned based on the achievement of performance goals under the AIP, which is discussed in further detail in “Compensation Discussion and Analysis—Compensation Committee Pay Decisions—Annual Bonuses”. The actual amounts paid are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

The amounts shown represent the number of shares of our common stock that could be earned with respect to PSUs granted under the 2023 long-term incentive plan. The number of PSUs that will become earned and vest, and the resulting number of shares of common stock to be issued, will be determined as soon as administratively practical after completion of the one-year performance periods ending December 31, 2023, December 31, 2024, and December 31, 2025, and the number of shares can range from 0% to a maximum of 200% of the target number. PSUs are described in further detail under Compensation Discussion & Analysis—Long-Term Incentive Plan.

The amounts shown represent the number of RSUs that were granted under the 2023 long-term incentive plan. The RSUs awarded vest 25% after year one, 25% after year two and 50% after year three, assuming the NEO continues to meet the requirements for vesting, and the initial vesting occurred on March 1, 2024.

The amount shown in this column represents the aggregate grant date fair value of the RSUs and PSUs granted by our Board of Directors computed in accordance with FASB ASC Topic 718.

The Company and Mr. Moreno entered into a mutual agreement of separation effective May 22, 2023. As a result, Mr. Moreno was not eligible to receive an AIP bonus for 2023. Under the terms of the separation agreement, the Company accelerated the vesting of the 19,819 RSUs awarded to Mr. Moreno on March 1, 2023, under an RSU Agreement. All other RSUs and PSUs awarded to Mr. Moreno during the term of his employment that were unvested as of May 22, 2023, were forfeited.

Outstanding ~~Equity~~ Awards at Fiscal Year-End(1)

	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(2) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) ($)
Thomas E. McCormick	85,966(4)	2,854,931	189,408	6,290,240
Kenneth M. Dodgen	32,888(5)	1,092,210	67,090	2,228,059
John M. Perisich	35,865(6)	1,191,077	75,474	2,506,492

	~~Stock Awards~~
	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested2024 PROXY STATEMENT~~(1)~~
~~Thomas E. McCormick~~	~~68,564~~PRIMORIS ~~(2)~~	~~$1,504,294~~
~~Kenneth M. Dodgen~~	~~29,172~~\|~~(3)~~ 57	~~640,034~~
~~John F. Moreno, Jr.~~	~~35,374(4)~~	~~776,106~~
~~John M. Perisich~~	~~31,489(5)~~	~~690,869~~

TABLE OF CONTENTS

Mr. Moreno was not included in this table as upon his separation from the Company effective May 22, 2023, all equity awards either accelerated or were forfeited.

Market value is calculated by multiplying the number of RSUs that have not vested by the closing market price of our Common Stock on December ~~30, 2022~~29, 2023 (the last business day of our most recently completed fiscal year), which was ~~$21.94~~$33.21 per share.

Includes unvested awards of RSUs covering (i) 3,782 shares that vested on February 28, 2023; (ii) 12,427 shares that vested on March 1, 2023; (iii) 8,481 shares that vest on June 29, 2023; (iv) 12,426 shares that vest on March 1, 2024; (v) 25,441 shares that vest on June 29, 2024; and (vi) 6,007 shares that vest on March 1, 2025.

~~Includes unvested awards~~The amounts shown represent the maximum number of ~~RSUs covering (i) 2,076~~ shares of common stock that ~~vested~~could be earned with respect to PSUs granted under the long-term incentive plan, which has a performance period ending December 31, 2024 and 2025. Pursuant to SEC disclosure instructions, because the Company’s performance in previous years on ~~February 28, 2023; (ii) 6,149 shares~~the metrics governing our PSUs granted under the long-term incentive plan exceeded target performance, the number of such unearned PSUs and payout value of such unearned PSUs is calculated assuming maximum performance criteria is achieved. The target number of PSUs granted under the long-term incentive plan that ~~vested on March 1, 2023; (iii) 2,969 shares~~were outstanding as of December 31, 2023, were as follows: Mr. McCormick—94,704; Mr. Dodgen—33,545; and Mr. Perisich—37,737. The actual number of PSUs that ~~vest on June 29, 2023; (iv) 6,150 shares that vest on March 1, 2024; (v) 8,904 shares that vest on June 29, 2024;~~will ultimately become earned will be determined as soon as administratively practicable after completion of the performance periods and ~~(vi) 2,924 shares that vest on March 1, 2025.~~can range from 0% to a maximum of 200% of the target number.

Includes unvested awards of RSUs covering (i) ~~1,913 shares that vested on February 28, 2023; (ii) 7,376~~22,949 shares that vested on March 1, ~~2023; (iii) 3,817 shares that vest on June 29, 2023; (iv) 7,376 shares that vest on March 1,~~ 2024; ~~(v) 11,448~~(ii) 25,441 shares that vest on June 29, 2024; ~~and (vi) 3,444~~(iii) 16,530 shares that vest on March 1, ~~2025.~~2025; and (iv) 21,046 shares that vest on March 1, 2026.

Includes unvested awards of RSUs covering (i) ~~2,494 shares that vested on February 28, 2023; (ii) 6,935~~9,878 shares that vested on March 1, ~~2023; (iii) 2,969 shares that vest on June 29, 2023; (iv) 6,934 shares that vest on March 1,~~ 2024; ~~(v)~~(ii) 8,904 shares that vest on June 29, 2024; ~~and (vi) 3,253~~(iii) 6,651 shares that vest on March 1, ~~2025.~~2025; and (iv) 7,455 shares that vest on March 1, 2026.

Includes unvested awards of RSUs covering (i) 11,128 shares that vested on March 1, 2024; (ii) 8,904 shares that vest on June 29, 2024; (iii) 7,446 shares that vest on March 1, 2025; and (iv) 8,387 shares that vest on March 1, 2026.

62 | ~~PRIMORIS~~

~~2023 PROXY STATEMENT~~

~~TABLE OF CONTENTS~~

Stock Vested in ~~2022~~2023

The following table sets forth the number and value of stock awards that vested for the NEOs during ~~2022.~~2023.

	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	10,200	$248,112	Thomas E. McCormick	24,690	$703,029
Kenneth M. Dodgen	5,301	129,306	Kenneth M. Dodgen	11,194	315,932
John F. Moreno, Jr.	30,204	735,192	John M. Perisich	12,398	348,901
John M. Perisich	6,176	150,898	John F. Moreno Jr.	29,108	799,935

Amounts shown reflect the market value of the shares as of the vesting date.

Potential Payments Upon Termination

The Company has an employment agreement with Messrs. McCormick, Dodgen ~~Moreno,~~ and Perisich. The terms of the employment agreements provide that we must pay certain severance benefits in the event the NEO is terminated by us for any reason other than for “cause”, including salary continuation for a twelve-month period.

The following table shows amounts that would be payable to each of the following NEOs under the scenario that the executive is terminated without cause, ~~for a change in control,~~ or leaves due to death or disability. The table assumes that the terminating event occurred on December 31, ~~2022,~~2023, and the NEO returned an executed release of claims (other than if leaving due to death), on which these termination payments are conditioned.

	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		$	1,700,000		$	1,504,294		$	1,146,351		$	28,586		$	81,731		$	4,460,962	Thomas E. McCormick		$	1,800,000		$	2,854,931		$	1,338,077		$	25,265		$	86,538		$	6,104,811
Kenneth M. Dodgen			530,000			640,034			594,204			25,460			50,962			1,840,660	Kenneth M. Dodgen			555,000			1,092,210			688,971			25,265			53,365			2,414,811
John F. Moreno, Jr.			600,000			776,106			680,122			27,104			57,692			2,141,294	John M. Perisich			555,000			1,191,077			688,971			25,265			53,365			2,513,678
John M. Perisich			530,000			690,869			601,786			22,710			50,962			1,896,327

Calculated as a lump sum payment equal to 200% of Mr. McCormick’s base salary and one year’s base salary in respect of Messrs. Dodgen ~~Moreno~~ and Perisich.

Represents accelerated vesting, as of December 31, ~~2022,~~2023, of RSUs and PSUs granted to each of the NEOs. The actual number of unearned PSUs that would become earned upon occurrence of the event would be based on the achievement of target performance goals, pro-rated for the number of months of the applicable performance period that have elapsed as of the termination date divided by the total number of months in the applicable performance period. The value is based on the closing price of our Common Stock at December ~~30, 2022~~29, 2023 (the last business day of our most recently completed fiscal year).

In the event of termination without cause, or by death or disability, calculated as a lump sum payment equal to the ~~target~~ bonus amount that would have been paid for the calendar year.

58 | PRIMORIS

2024 PROXY STATEMENT

TABLE OF CONTENTS

In the event of the executive’s termination without cause or disability, he is entitled to up to one year of healthcare benefits. The amount reflects both the employee and employer portion of health care premium costs.

Each executive is allowed an accrual of up to five weeks of vacation. For purposes of this table, it was assumed that the full five weeks would be paid upon termination.

The following table shows amounts that would be payable to each of the following NEOs under the scenario that the executive is terminated for a change in control. The table assumes that the terminating event occurred on December 31, 2023, and the NEO returned an executed release of claims, on which these termination payments are conditioned.

	Base Salary(1)			Equity(2)			Bonus(3)			Health Care Benefits(4)			Accrued Vacation(5)			Total
Thomas E. McCormick		$	2,250,000		$	6,000,051		$	2,672,307		$	63,162		$	86,538		$	10,298,337
Kenneth M. Dodgen			1,110,000			2,206,239			1,100,770			50,529			53,365			4,520,903
John M. Perisich			1,110,000			2,444,323			1,100,770			50,529			53,365			4,758,987

Calculated as a lump sum payment equal to 250% of Mr. McCormick’s base salary and 200% of Messrs. Dodgen’s and Perisich’s base salary.

Represents accelerated vesting, as of December 31, 2023, of RSUs and PSUs granted to each of the NEOs. The actual number of unearned PSUs that would become earned upon occurrence of the event would be based on the forecasted achievement of performance goals for the remainder of the performance periods and can range from 0% to a maximum of 200% (assuming the highest level of performance) of the target amount of unearned PSUs. The amounts included assume performance at target, without reference to forecasted achievement. The value is based on the closing price of our Common Stock at December 29, 2023 (the last business day of our most recently completed fiscal year).

Calculated as a lump sum payment equal to 250% of Mr. McCormick’s target bonus amount that would have been paid for the calendar year and 200% of Messrs. Dodgen’s and Perisich’s target bonus amount that would have been paid for the calendar year.

Mr. McCormick is entitled up to 30 months of healthcare benefits and Messrs. Dodgen and Perisich are entitled up to 24 months of healthcare benefits. The amount reflects both the employee and employer portion of health care premium costs.

Each executive is allowed an accrual of up to five weeks of vacation. For purposes of this table, it was assumed that the full five weeks would be paid upon termination.

On May 22, 2023, the Company and Mr. Moreno reached a mutual agreement of employment separation, pursuant to which Mr. Moreno would no longer serve as Chief Operating Officer of Primoris effective as of May 22, 2023. In connection with Mr. Moreno’s employment separation, the Company and Mr. Moreno entered into a mutual agreement of separation and general release dated May 25, 2023 (the “Separation Agreement”). The payments made under the Separation Agreement were negotiated between the parties in connection with the mutual agreement of separation and are not equal to amounts that would have been paid for either: (1) a termination without cause or resignation with good reason; or (2) a termination for cause or resignation without good reason. Under the Separation Agreement, Mr. Moreno was paid $1,550,000, a portion of which was paid through the accelerated vesting of 19,819 RSUs previously awarded to Mr. Moreno in March 2023 under an RSU Agreement. The RSUs were valued at $545,815 calculated pursuant to the share price at market close on May 22, 2023. The remaining $1,004,185 was paid in cash. All other RSUs and PSUs previously awarded to Mr. Moreno during the term of his employment that were unvested as of May 22, 2023, were forfeited.

Pay Ratio Disclosure

We are providing the following information to comply with Section 953(b) of Dodd-Frank and Item 402(u) of Regulation S-K. For ~~2022,~~2023, our last completed fiscal year, we determined the ratio of the annual total compensation of our CEO relative to the annual total compensation of our median employee. ~~In determining~~We are using the same median employee ~~a ranked list was prepared of all of~~for our ~~employees (other than the CEO) based on their W-2~~2023 pay ratio as we used in 2022. In this regard, we do not reasonably believe there have been changes in our employee population or compensation ~~as of December 31, 2022. Such employees include all full-time, part-time, seasonal, and temporary employees. Based on the diversity of~~that would significantly change our businesses across our service territories, W-2 earnings provide a fixed and fair representation of compensation across our enterprise and thus is an appropriate measure to determine the median employee. No other assumptions, adjustments, or estimates, including any cost-of-living adjustments, were made in identifying the median employee.pay ratio. For purposes of reporting annual total compensation and the ratio of annual total compensation of the CEO to the median employee, both the CEO’s and median employee’s annual total compensation were calculated consistent with the disclosure requirement of executive compensation under the Summary Compensation Table.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~ | 63

~~TABLE OF CONTENTS~~

After applying the methodology described above, our median employee compensation using the Summary Compensation Table requirements was ~~$50,709.~~$66,126. Our CEO’s compensation as disclosed in the Summary Compensation Table was ~~$2,585,587.~~$7,004,628. Based on this information, the estimate of the ratio of compensation for our CEO to the median employee for ~~2022~~2023 was ~~51:~~106:1. This ratio is specific to our Company and may not be comparable to any ratio disclosed by another company.

2024 PROXY STATEMENT

PRIMORIS | 59

TABLE OF CONTENTS

Retirement Plans

We sponsor multiple defined contribution plans for eligible employees not covered by collective bargaining agreements. Our plans include various features such as voluntary employee pre-tax and Roth-based contributions and matching contributions made by us. The plans do not provide any benefits for any executives other than those provided to all employees.

~~2013 Equity Incentive Plan~~In May 2023, we adopted a non-qualified deferred compensation plan under which eligible Directors and key employees may defer their receipt of certain cash compensation. This plan is an unfunded and unsecured compensation arrangement. Individuals participating in the plan may allocate deferred cash amounts among a group of notional accounts that mirror the gains and losses of various investment alternatives. Generally, participants receive distributions of deferred balances based on predetermined payout schedules or other events.

~~Background.~~Equity Compensation Plans

Equity Incentive Plans. In May 2013, the stockholders approved, and the Company adopted the 2013 Equity Incentive Plan. In May of 2023, the stockholders approved, and the Company adopted the 2023 Equity Incentive Plan. Upon the adoption of the 2023 Equity Incentive Plan, awards were no longer granted under the 2013 Equity Incentive Plan, and the only plan pursuant to which the Company may currently grant new equity-based awards is the 2023 Equity Incentive Plan.

The principal purpose of our ~~2013 Equity Plan~~equity incentive plans is to provide incentives for our officers, employees and consultants, as well as the officers, employees and consultants of any of our subsidiaries. In addition to awards made to officers, employees or consultants, the ~~2013 Equity Plan permits~~equity incentive plans permit us to grant options or other equity securities to our Directors.

2022 Employee Stock Purchase Plan. In 2022, our stockholders adopted the 2022 Employee Stock Purchase Plan (the “ESPP”), under which eligible full-time employees can purchase shares of our common stock at a discount on a semi-annual basis.

The following table gives information about our Common Stock that may be issued under our existing equity compensation plans, including upon the exercise of options, warrants, and rights, or upon settlement of RSUs, as of December 31, ~~2022,~~2023, pursuant to the Company’s existing equity compensation plans. ~~The only plan pursuant to which the Company may currently grant new equity-based awards is the 2013 Equity Plan.~~

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))(2)
Equity compensation plans approved by security holders	508,877	$—	551,239	Equity compensation plans approved by security holders	931,743	$—	7,198,701
Equity compensation plans not approved by security holders	—	—	—	Equity compensation plans not approved by security holders	—	—	—
Total	508,877	$—	551,239	Total	931,743	$—	7,198,701

Equity awards listed represent RSUs and PSUs awarded through the RSU and PSU Agreements under the 2013 and 2023 Equity Plan.

The amounts shown include 6,221,913 shares of common stock remaining available for issuance under our 2023 Equity Incentive Plan. The amounts shown also include 976,788 shares of common stock remaining available for purchase under the ESPP, including shares subject to purchase during the current purchase period.

6460 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

~~2022~~2023 PAY VERSUS PERFORMANCE DISCLOSURES

The table below includes information related to compensation for the Company’s Principal Executive Officer (“PEO”) and Non-PEO ~~Named Executive Officers,~~named executive officers, as well as financial performance, during 2020 through ~~2022.~~2023.

This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of ~~company~~Company or individual performance. For discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 50.

	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)	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 td00 Investment Based on:					Net Income (h)	Operating Income (i)
Year (a)					Total Shareholder Return(3) (f)		Peer Group Total Shareholder Return(4) (g)									Total Shareholder Return(3) (f)		2023 Peer Group Total Shareholder Return(4) (g)		2022 Peer Group Total Shareholder Return
2022	$2,585,857	$2,406,439	$1,505,057	$1,419,644		$101.97		$249.65	$133,021	$195,338	2023	$7,004,628	$8,471,612	$3,415,598	$4,008,600		$155.60		$184.08		$390.28	$126,145	$253,073
2021	3,446,638	3,072,011	1,815,042	1,312,950		110.16		209.89	115,739	170,151	2022	$2,585,857	$2,406,439	$1,505,057	$1,419,644		$101.97		$155.90		$262.29	$133,021	$195,338
2020	2,151,151	2,241,376	1,303,961	1,236,365		125.72		138.69	104,983	163,949	2021	$3,446,638	$3,072,011	$1,815,042	$1,312,950		$110.16		$168.84		$219.28	$115,739	$170,151
											2020	$2,151,151	$2,241,376	$1,303,961	$1,236,365		$125.72		$122.63		$142.42	$104,983	$163,949

MrMr. McCormick served as our PEO for the full year for each of 2023, 2022, 2021, and 2020. For each of 2023, 2022, 2021 and 2020 our non-PEO NEOs included Mr. Dodgen, Mr. ~~Moreno,~~Perisich and Mr. ~~Perisich.~~Moreno.

For each of 2023, 2022, 2021, and 2020, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflected the following adjustments to the values included in column (b) and column (d), respectively:

Mr. McCormick

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

				2023
	Summary Compensation Table Total for PEO (column b)			$7,004,628
	- Summary Compensation Table “Stock Awards” column value			$(4,630,038)
	+ Year-end fair value of equity awards granted in the covered year that are outstanding and unvested at year-end			$5,591,402
	+/- Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested at year-end			$494,460
	+/- 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			$11,160
	Compensation Actually Paid to PEO (column c)			$8,471,612

Average for Non-PEO NEOs

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
	Summary Compensation Table Average Total for NON-PEO NEOs (column d)			$3,415,598
	- Summary Compensation Table “Stock Awards” column value			$(1,133,028)
	+ Year-end fair value of equity awards granted in the covered year that are outstanding and unvested at year-end			$1,402,912
	+/- Year-over- year change in fair value of equity awards granted in prior years that are outstanding and unvested at year-end			$139,256
	+ Vesting date fair value of equity awards granted and vested in the covered year			$181,938
	+/- 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			$1,923
	Average Compensation Actually Paid to NON-PEO NEOs (column e)			$4,008,600

Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in our Summary Compensation Table amounts.

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 6561

TABLE OF CONTENTS

Pursuant to SEC rules, total stockholder return (TSR) amounts reported assume an initial fixed investment of $100 and that all dividends were reinvested. The Company and peer group total stockholder return for 2020 represents the one-year return for January 1, 2020 to December 31, 2020; for 2021 the returns shown represents the two-year return from January 1, 2020 to December 31, 2021, ~~and~~ for 2022 the returns shown represents the three-year return from January 1, 2020 to December 31, ~~2022.~~2022 and for 2023 the return shown represents the four-year return from January 1, 2020 to December 31, 2023.

For purposes of this pay versus performance disclosure, our peer group consists of five companies which are: MasTec,Inc., ~~Matrix Service Company, Quanta Services,~~MYR Group, Inc., Dycom Industries, Inc., Sterling Construction Company, Inc., and Granite Construction, Inc. This Peer Group is consistent with the peer group used in Item 5 of our ~~2022~~2023 Form 10-K. The Peer Group was modified in 2023 to replace Quanta Services, Inc. and Matrix Service Company with Dycom Industries, Inc. and MYR Group, Inc. as the overall composition of our business has changed and we believe this new peer group more closely resembles us from both an operations and market capitalization perspective.

Relationship Between Pay and Performance

The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2023, 2022, 2021, and 2020, including: (a) comparisons between the (i) compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of Total Shareholder Return, Net Income and Operating Income; and (b) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group.

Relationship Between Compensation Actually Paid and Total Shareholder Return

Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income

6662 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

The following table lists the financial and non-financial performance measures that we believe represent the most important performance measures used to link compensation actually paid to our PEO and non-PEO NEOs for ~~2022~~2023 to our performance:

		Net Income
		Operating Income
		Adjusted EBITDA
		New Business Generated
		Total Recordable Incident Rate

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 6763

TABLE OF CONTENTS

STOCKHOLDER PROPOSALS FOR OUR ~~2024~~2025 ANNUAL MEETING

The rules of the SEC establish the eligibility requirements and the procedures that must be followed for inclusion of a stockholder’s proposal in a public company’s proxy materials. Under those rules, proposals submitted for inclusion in our ~~2024~~2025 proxy materials must be received on or before the close of business on November ~~25, 2023.~~22, 2024. Proposals for inclusion in our ~~2024~~2025 proxy materials must comply with the procedures set forth in Rule 14a-8 under the Exchange Act.

Our Amended and Restated Bylaws (“Bylaws”) provide that in order for nominations of persons for election to the Board and a proposal of business to be properly brought before an Annual Meeting of Stockholders, it must be either: (1) specified in the notice of the meeting given by us, (2) otherwise brought before the meeting by or at the direction of our Board, or (3) properly brought before the meeting by a stockholder entitled to vote at the meeting who complies with the following notice procedures: (i) the stockholder must give timely notice thereof in writing of the nomination or business to be brought before such meeting to our Secretary, and (ii) such business must be a proper matter for stockholder action under the Delaware General Corporation Law. In addition, stockholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for ~~director~~Director nominees submitted under the advance notice requirements of our by-laws must comply with the additional requirements of Rule 14a-19, including delivery of written notice that sets forth all information required by Rule 14a-19(b) under the Exchange Act. Our Bylaws provide that to be timely, a stockholder’s notice must be delivered to our Secretary at our principal executive offices not less than 45 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s Annual Meeting. If the date of the subsequent year’s Annual Meeting of Stockholders is changed by more than 30 days from the date of the prior year’s meeting, notice by the stockholder for the subsequent year’s Annual Meeting must be delivered to our Secretary within a “reasonable time” prior to our mailing of the proxy materials for the subsequent year’s Annual Meeting of Stockholders. To be properly brought before the ~~2024~~2025 Annual Meeting, notice must be received no later than February ~~8, 2024.~~5, 2025.

Any stockholder who intends to present a proposal or nominate persons for election to the Board at the ~~2024~~2025 Annual Meeting of Stockholders must send notice, with all required information, via standard mail, overnight delivery or other courier service, to Primoris Services Corporation, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201, Attention: Secretary.

6864 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

OTHER MATTERS

This Proxy Statement, being mailed and made available electronically (on our Company website at www.prim.com) to stockholders on or about March 24~~, 2023,~~22, 2024, is being sent to you by the Board of Directors (the “Board”) of Primoris Services Corporation in connection with our ~~2023~~2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually at 9:00 a.m. Central Time, on Wednesday, May ~~3, 2023.~~1, 2024. You are cordially invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

Purpose of the Annual Meeting

At the Annual Meeting, our stockholders will vote to elect nine ~~directors~~Directors to hold office for a one-year term expiring at the Annual Meeting of Stockholders to be held in ~~2024,~~2025, or until a successor is elected and qualified, will vote on an advisory, non-binding basis, on the Company’s executive compensation program and ~~the proposed timeline for seeking executive compensation non-binding advisory votes in the future,~~ will vote to ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023, and will vote to approve the adoption of the Company’s proposed 2023 Equity Incentive Plan.~~2024. In addition, management will respond to any questions from stockholders.

Materials provided

The Board is sending you this Proxy Statement and the enclosed proxy card in order to solicit your proxy to vote your shares at the Annual Meeting. As a stockholder, you are invited to attend the meeting and are entitled to vote on the items of business described in this Proxy Statement.

Annual Meeting attendance

All stockholders as of March ~~13, 2023~~11, 2024 (the “Record Date”), or their duly appointed proxies, may attend the Annual Meeting. You will need to register to be able to attend the Annual Meeting virtually. Gaining admission to the Annual Meeting depends on how your stock ownership is recorded with our transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”). If your stock is held in the name of a bank, broker or other holder of record and you plan to attend the Annual Meeting, please obtain a legal proxy from your broker, bank, or other nominee and provide when registering for the virtual meeting. If your stock is registered directly in your name with our Transfer Agent, you need to provide the control number found on your proxy card when registering for the virtual meeting.

Voting at the Annual Meeting

Holders of our common stock (“Common Stock”) as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were ~~53,273,552~~53,618,814 shares of Common Stock outstanding, each of which is entitled to one vote with respect to each matter to be voted on at the Annual Meeting. There is no stockholder statutory right of appraisal or dissent with respect to any matters to be voted on at the Annual Meeting.

Quorum requirement

The presence at the Annual Meeting, ~~in person~~virtually or by proxy, of the holders of a majority of the voting power of all outstanding shares of Common Stock entitled to vote at the Annual Meeting shall constitute a quorum for the transaction of business. Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by stockholders will be treated as present at the meeting for purposes of determining a quorum.

Stockholder of record & beneficial owner

All stockholders are invited to attend the Annual Meeting. All shares that have been properly voted and not revoked will be voted at the Annual Meeting. Most of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are distinctions between shares held of record and those owned beneficially.

~~2023~~2024 PROXY STATEMENT

PRIMORIS | 6965

TABLE OF CONTENTS

Stockholder of Record

If your shares are registered directly in your name with the Transfer Agent, you are considered the stockholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote ~~in person~~virtually at the Annual Meeting. We have enclosed a proxy card for you to use.

Voting electronically at the Annual Meeting—You may vote your shares electronically at the Annual Meeting by visiting the link provided during the Annual Meeting while the polls are open and providing the control number found on your proxy card. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

Voting without attending the Annual Meeting—Please complete and properly sign and date the accompanying proxy card and return it to the Transfer Agent in the accompanying pre-addressed envelope.

Changing your vote after returning your proxy card—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 electronically at the Annual Meeting.

Beneficial Owner of Shares

If your shares are held in a stock brokerage account, by a bank or other nominee, you are considered the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or nominee who is considered, with respect to your shares, the stockholder of record. As the beneficial owner, you have the right to direct the stockholder of record how to vote your shares. Your broker, bank or nominee has enclosed a voting instruction card for your use.

Voting without attending the Annual Meeting—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.

Changing your vote after returning your proxy card—You may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote electronically at the Annual Meeting ~~in person~~ by following the instructions in the next section below.

Voting electronically at the Annual Meeting—You may vote electronically at the Annual Meeting by visiting the link provided during the Annual Meeting while the polls are open and providing your virtual control number assigned to you in the registration confirmation email.

Required votes to approve each item

Each outstanding share of Common Stock is entitled to one vote on each proposal at the Annual Meeting. All matters require the existence of a quorum at the Annual Meeting. All proposals require an affirmative vote of the majority of shares virtually present at the Annual Meeting or represented ~~in person or~~ by proxy, and entitled to vote on the subject matter other than the election of Directors, which is determined by a plurality of shares virtually present at the Annual Meeting or represented ~~in person or~~ by proxy. The individual receiving the largest number of votes for each position will be elected.

In voting on Proposal 1, the election of Directors, you may vote “FOR” the nominee or your vote may be “WITHHELD” with respect to the nominee. In voting on any other proposal, you may vote “FOR”, “AGAINST”, or “ABSTAIN”. A properly executed proxy marked “ABSTAIN” with respect to any other proposal will not be voted, although it will be counted for purposes of determining whether there is a quorum. An abstention will have the effect of a negative vote on that matter. If you are a beneficial owner, shares represented by broker non-votes (when the broker indicates they do not have their customer’s direction on how to vote, nor has discretionary authority on how to vote) will be counted in determining whether there is a quorum, but will not be counted as votes cast on any proposal where the broker indicated they do not have discretionary voting authority. Brokers and other nominees who are New York Stock Exchange members are expected to have discretionary voting power only for Proposal 4,3, the ratification of Moss Adams LLP as our independent registered public accounting firm, but not for any other proposals. As a result, if you do not provide specific voting instructions to your record holder, New York Stock Exchange rules will allow the record holder to vote only on Proposal 4,3, and not on Proposals 1 ~~2, 3,~~ or 5.2.

7066 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

Inspector of elections

Our Executive Vice President, Chief Legal and Administrative Officer and Secretary, John M. Perisich, will act as Inspector of Elections and oversee the voting results. The Inspector of Elections will also determine the presence of a quorum.

Voting results of the Annual Meeting

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on a Form 8-K filing with the Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting.

Board recommendations

The Board recommends a vote:

•

FOR Proposal No. 1, to elect each of the nine director nominees to hold office for a one-year term expiring at the Annual Meeting of Stockholders to be held in ~~2024~~2025 or until a successor is elected and qualified.

•

FOR Proposal No. 2, ~~the~~to approve, in an advisory, non-binding vote, ~~approving~~ the Company’s named executive officer compensation.

•

FOR Proposal No. 3, ~~to hold “EVERY YEAR” an advisory, non-binding vote on the Company’s named executive officer compensation.~~

•

~~FOR Proposal No. 4,~~ to ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023.~~

•

~~FOR Proposal No. 5, to approve the adoption of the Company’s 2023 Equity Incentive Plan.~~2024.

Unless you give other instructions on your proxy card, the individual(s) named as proxy holder on the proxy card will vote in accordance with the recommendations of the Board.

Expense of soliciting proxies

We will pay the costs for the solicitation of proxies, including the cost of preparing and mailing this Proxy Statement. Proxies are being solicited primarily by mail, but the solicitation by mail may be followed-up by solicitation in person, or by telephone or facsimile, by our regular employees without additional compensation for such proxy solicitation activity or by a proxy solicitation firm. We will reimburse brokers, banks and other custodians and nominees for their reasonable out-of-pocket expenses incurred in sending proxy materials to our stockholders.

Information about Primoris Services Corporation

We maintain a corporate website at www.prim.com. Visitors to the Investor Relations section of our website can view and print copies of our SEC filings, including this Proxy Statement and Forms 10-K, 10-Q and 8-K. Copies of the charters for our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Strategy and Risk Committee, as well as our Code of Conduct, our Corporate Governance Guidelines, and our Sustainability information are also available through our website. Additional Company charters and policies are also available such as our Cyber Security Steering Committee Charter, Human Rights Policy, Corporate Environmental Policy, Diversity & Inclusion Committee Charter and ESG Committee Charter. Alternatively, stockholders may obtain, without charge, copies of all of these documents by writing to Investor Relations at the Company’s headquarters.

Documents not incorporated by reference

The Audit Committee Report and the Compensation Committee Report are not deemed filed with the SEC and, in addition to the information included under the section entitled ~~“2022~~“2023 Pay Versus Performance Disclosures”, shall not be deemed incorporated by reference into any prior or future filings made by us under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Act of 1934, as amended (the “Exchange Act”) except to the extent that we specifically, and in writing, incorporate such information by reference. Web links throughout this document are provided for convenience only, and the information contained on our website or other web links is not incorporated by reference in, nor is it considered to be a part of, this Proxy Statement.

Other Information

We are not aware of any matters other than those discussed in the foregoing materials contemplated for action at the ~~2023~~2024 Annual Meeting. The person(s) named in your proxy will vote in accordance with the recommendation of the Board on any other matters incidental to the conduct of, or otherwise properly brought before, the Annual Meeting. Discretionary authority for them to do so is contained in the proxy.

~~2023 PROXY STATEMENT~~

~~PRIMORIS~~ | 71

~~TABLE OF CONTENTS~~

SEC rules permit companies, brokers, banks or other intermediaries to deliver a single copy of this Proxy Statement and Annual Report to households at which two or more stockholders reside. This practice, known as “householding,” is

2024 PROXY STATEMENT

PRIMORIS | 67

TABLE OF CONTENTS

designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources. Stockholders sharing an address who have been previously notified by their broker, bank or other intermediary and have consented to householding will receive only one copy of our Proxy Statement and Annual Report. If you would like to opt out of this practice for future mailings and receive separate Proxy Statements and Annual Reports for each stockholder sharing the same address, please contact your broker, bank or other intermediary.

Stockholders sharing an address that are receiving multiple copies of the Proxy Statement or Annual Report can request delivery of a single copy of the Proxy Statement or Annual Report by contacting their broker, bank or other intermediary or sending a written request to the Company at Primoris Services Corporation, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201, Attention: Investor Relations, or by contacting us at (214) 740-5600. You may also obtain a separate Proxy Statement or Annual Report without charge by sending a written request to the above address. We will promptly send additional copies of the Proxy Statement or Annual Report upon receipt of such request.

Our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~2023, is being mailed to all stockholders of record with this Proxy Statement. The Annual Report on Form 10-K does not constitute, and should not be considered, a part of this proxy solicitation material.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022,~~2023, filed with the SEC is available without charge upon written request to:

Primoris Services Corporation
2300 N. Field Street, Suite 1900
Dallas, Texas 75201
Attention: Investor Relations

Any stockholder or stockholder’s representative, who, because of a disability, may need special assistance or accommodation to allow him or her to participate at the Annual Meeting, may request reasonable assistance or accommodation from us by contacting Primoris Services Corporation, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201, or at (214) 740-5600. To provide us with sufficient time to arrange for reasonable assistance or accommodation, please submit all requests by April ~~26, 2023.~~24, 2024.

Whether you intend to be present at the Annual Meeting or not, we urge you to return your signed proxy promptly.

By Order of the Board of Directors,

[MISSING IMAGE: sg_johnmperisich-bw.jpg]

John M. Perisich
Executive Vice President, Chief Legal and Administrative Officer and Secretary

7268 | PRIMORIS

~~2023~~2024 PROXY STATEMENT

TABLE OF CONTENTS

~~Appendix A~~

~~Primoris Services Corporation~~

~~2023 Equity Incentive Plan~~

~~ESTABLISHMENT, PURPOSE AND TERM OF PLAN.~~

~~1.1~~ ~~Establishment. The Primoris Services Corporation 2023 Equity Incentive Plan (the “Plan”) is effective as of , 2023, the date of its approval by the stockholders of the Company (the “Effective Date”). Following the Effective Date: (i) no additional awards may be granted under the Company’s 2013 Equity Incentive Plan (the “Prior Plan”); and (ii) all outstanding awards granted under the Prior Plan will remain subject to the terms of the Prior Plan, as applicable.~~

~~1.2~~ ~~Purpose~~. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Stock Awards, Restricted Stock Units, Performance Awards and Other Stock-Based Awards.

~~1.3~~ ~~Term of Plan. The Plan shall continue in effect until the earlier of 10 years from the Effective Date or its termination by the Board or the Committee.~~

~~DEFINITIONS AND CONSTRUCTION.~~

~~2.1~~ ~~Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:~~

~~(a) “Affiliate~~” means (i) an entity, including a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, including a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more intermediary entities. For this purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.

~~(b) “Award” means any Option, Stock Appreciation Right, Stock Award, Restricted Stock Unit, Performance Share, Performance Unit or Other Stock-Based Award granted under the Plan.~~

~~(c) “Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant.~~

~~(d) “Board” means the Board of Directors of the Company.~~

~~(e) “Cause~~” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or by a written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company.

~~(f) “Change in Control~~” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or by an applicable written contract of employment or service, the occurrence of any of the following:

~~TABLE OF CONTENTS~~

~~(i) an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction~~”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 2.1(x)(iii), the entity to which the assets of the Company were transferred (the “~~Transferee”), as the case may be; or~~

~~(ii) a liquidation or dissolution of the Company.~~

For purposes of the preceding sentence, indirect beneficial ownership shall include an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

~~(g) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.~~

~~(h) “Committee~~” means the Compensation Committee of the Board or such other committee or subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no Committee, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

~~(i) “Company” means Primoris Services Corporation, a Delaware corporation, or any successor corporation thereto.~~

~~(j) “Consultant~~” means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act.

~~(k) “Director” means a member of the Board.~~

~~(l) “Disability” means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.~~

~~(m) “Dividend Equivalent~~” means an accrual, made at the discretion of the Committee or as otherwise provided by the Plan, to a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant. Options, SARs and Performance Units are not eligible to receive Dividend Equivalents.

~~(n) “Employee~~” means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.

~~(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

~~(p) “Fair Market Value~~” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the New York Stock Exchange or such other national or regional securities

~~A-2~~

~~TABLE OF CONTENTS~~

exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

(ii) Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value on the basis of the opening, closing, high, low or average sale price of a share of Stock or the actual sale price of a share of Stock received by a Participant, on such date, the preceding trading day or the next succeeding trading day or an average determined over a period of trading days. The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes under the Plan.

(iii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

~~(q) “Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.~~

~~(r) “Insider” means an Officer, Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.~~

~~(s) “Insider Trading Policy~~” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities.

~~(t) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award Agreement) an incentive stock option within the meaning of Section 422(b) of the Code.~~

~~(u) “Officer” means any person designated by the Board as an officer of the Company.~~

~~(v) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to Section 6.~~

~~(w) “Other Stock-Based Award” means an Award under Section 11 that is valued in whole or in part by reference to, or is otherwise based upon, Stock.~~

~~(x) “Ownership Change Event~~” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than 50% of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

~~(y) “Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.~~

~~(z) “Participant” means any eligible person who has been granted one or more Awards.~~

~~(aa) “Participating Company” means the Company or any Affiliate.~~

~~(bb) “Participating Company Group” means, at any point in time, all entities collectively which are then Participating Companies.~~

~~(cc) “Performance Award” means an Award of Performance Shares or Performance Units.~~

~~(dd) “Performance Goal~~” means a performance goal established by the Committee, which may be on the basis of targets to be attained with respect to one or more measures of business, financial, operational, or individual performance or any other measure of performance. Such performance goals may be established individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or subsidiary, and measured, including annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group.

~~(ee) “Performance Period” means a period established by the Committee pursuant to Section 10.3 at the end of which one or more Performance Goals are to be measured.~~

~~(ff) “Performance Share~~” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance.

~~A-3~~

~~TABLE OF CONTENTS~~

~~(gg) “Performance Unit~~” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of such Performance Unit, as determined by the Committee, based upon performance.

~~(hh) “Restricted Stock Unit~~” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 9, respectively, to receive a share of Stock on a date determined in accordance with the provisions of Section 9, as applicable, and the Participant’s Award Agreement.

~~(ii) “Restriction Period” means the period established in accordance with Section 8.5 during which shares subject to a Stock Award are subject to Vesting Conditions.~~

~~(jj) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.~~

~~(kk) “SAR~~” or “Stock Appreciation Right” means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to Section 7 to receive payment of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price.

~~(ll) “Section 409A” means Section 409A of the Code (including regulations or administrative guidelines thereunder).~~

~~(mm) “Securities Act” means the Securities Act of 1933, as amended.~~

~~(nn) “Service~~” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, if any such leave taken by a Participant exceeds 90 days, then on the 91st day following the commencement of such leave the Participant’s Service shall be deemed to have terminated unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

~~(oo) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.3.~~

~~(pp) “Stock Award” means an Award of Stock granted to a Participant pursuant to Section 8.~~

~~(qq) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.~~

~~(rr) “Substitute Awards~~” means Awards granted or Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by any Participating Company or with which any Participating Company combines.

~~(ss) “Ten Percent Owner~~” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent Corporation or Subsidiary Corporation within the meaning of Section 422(b)(6) of the Code.

~~(tt) “Vesting Conditions~~” mean those conditions established in accordance with the Plan prior to the satisfaction of which shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s purchase price for such shares upon the Participant’s termination of Service.

~~2.2~~ ~~Construction~~. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all

~~A-4~~

~~TABLE OF CONTENTS~~

other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.

~~ADMINISTRATION.~~

~~3.1~~ ~~Administration by the Committee~~. The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

~~3.2~~ ~~Authority of Officers~~. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election. The Board or Committee may, in its discretion, delegate to a committee comprised of one or more Officers or Employees the authority to grant one or more Awards, without further approval of the Board or the Committee, to any Employee, other than a person who, at the time of such grant, is an Insider, subject to the terms of the Plan and applicable law.

~~3.3~~ ~~Administration with Respect to Insiders~~. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

~~3.4~~ ~~Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:~~

~~(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, units or monetary value to be subject to each Award;~~

~~(b) to determine the type of Award granted;~~

~~(c) to determine the Fair Market Value of shares of Stock or other property;~~

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including: (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, the Performance Period and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (iv) the time of the expiration of any Award, (v) the effect of the Participant’s termination of Service on any of the foregoing, and (vi) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;

~~(e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof;~~

~~(f) to approve one or more forms of Award Agreement;~~

~~(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;~~

(h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.3) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee;

(j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and

~~A-5~~

~~TABLE OF CONTENTS~~

(k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

~~3.5~~ ~~No Repricing without Stockholder Approval~~. Without stockholder approval, the Board and the Committee shall not (a) reduce the exercise price of an outstanding Option or SAR or (b) at any time when the exercise price of an outstanding Option or SAR is above the Fair Market Value of a share of Stock, approve, cancel and re-grant or exchange an outstanding Option or SAR for cash or a new Award with a lower (or no) exercise price, or (c) take any other action that is considered to be a repricing under the applicable rules of any stock exchange or market system upon which the Stock may then be listed. This Section 3.5 shall not be construed to apply to “issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code or to any actions taken in connection with an adjustment under Section 4.3.

~~3.6~~ ~~Indemnification~~. In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorney’s fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within 60 days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

~~SHARES SUBJECT TO PLAN.~~

~~4.1~~ ~~Maximum Number of Shares Issuable. Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be equal to (i) 6,500,000 shares of Stock,~~ ~~plus~~ (ii) the number of shares of Stock subject to any award outstanding under the Prior Plan as of the Effective Date that after the 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. The shares of Stock that may be issued under this Plan shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.

~~4.2~~ ~~Share Accounting~~. If an outstanding Award is forfeited, canceled, terminates, expires or otherwise lapses without being exercised (to the extent applicable), or is settled in cash or is repurchased by the Company for an amount not greater than the Participant’s original purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Notwithstanding the foregoing, Shares withheld or reacquired by the Company in satisfaction of tax withholding obligations pursuant to Section 14.2 or in payment of any exercise price of an Option shall not again be available for issuance under the Plan. Upon payment in shares of Stock pursuant to the exercise of an SAR or an Option, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which the SAR or Option is exercised. Shares of Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of shares available for the future grant of Awards hereunder.

~~4.3~~ ~~Adjustments for Changes in Capital Structure~~. Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “~~New Shares~~”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as

~~A-6~~

~~TABLE OF CONTENTS~~

determined by the Committee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section 4.3 shall be rounded down to the nearest whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award. The Committee in its sole discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals and Performance Periods. The adjustments determined by the Committee pursuant to this Section 4.3 shall be final, binding and conclusive.

~~4.4~~ ~~Substitute Awards~~. Substitute Awards shall not reduce the shares of Stock authorized for issuance under the Plan. Additionally, in the event that a company acquired by any Participating Company, or with which any Participating Company combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Stock authorized for issuance under the Plan; provided that, Awards using such available shares (a) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, (b) shall only be made to individuals who were not employees or service providers of any Participating Company at the time of such acquisition or combination, and (c) shall comply with the requirements of any stock exchange or market system upon which the Stock may then be listed.

~~ELIGIBILITY, PARTICIPATION AND AWARD LIMITATIONS.~~

~~5.1~~ ~~Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.~~

~~5.2~~ ~~Participation in Plan~~. Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

~~5.3~~ ~~Award Limitations~~.

~~(a)~~ ~~Incentive Stock Option Limitations~~.

~~(i)~~ ~~Maximum Number of Shares Issuable Pursuant to Incentive Stock Options~~. Subject to adjustment as provided in Section 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed 6,500,000. The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Section 4.2 and Section 4.3.

~~(ii)~~ ~~Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation~~”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee of an ISO-Qualifying Corporation shall be deemed granted effective on the date such person commences Service with an ISO-Qualifying Corporation, with an exercise price determined as of such date in accordance with Section 8.2.

~~(iii)~~ ~~Fair Market Value Limitation~~. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than $100,000, the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion shall be separately identified.

~~A-7~~

~~TABLE OF CONTENTS~~

~~(iv)~~ ~~Date of Grant. Notwithstanding Section 1.3, no Incentive Stock Options shall be granted following February 22, 2033.~~

~~(b)~~ ~~Minimum Vesting~~. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting requirement: (i) Substitute Awards, (ii) Awards to non-employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, (iii) Awards that vest in connection with a Participant’s death, Disability, retirement or upon or following a Change in Control, and (iv) any shares of Stock issued under additional Awards the Committee may grant, up to a maximum of 5% of the available share reserve authorized for issuance under the Plan pursuant to Section 4.1 (subject to adjustment under Sections 4.2 and 4.3).

~~(c)~~ ~~Limit on Non-Employee Director Compensation~~. The aggregate dollar value of equity-based (based on the grant date Fair Market Value of equity-based Awards) and cash compensation granted under this Plan or otherwise to any non-employee Director shall not exceed $500,000 during any calendar year; provided, however, that in the calendar year in which a non-employee Director first joins the Board or during any calendar year in which a non-employee Director is designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation granted to the non-employee director may be up to $800,000 during any calendar year; 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.

~~(d)~~ ~~No Reload Grants. No term of an Award shall provide for automatic “reload” grants of additional Awards upon the exercise of an Option or SAR.~~

~~(e)~~ ~~Transferability~~. During the lifetime of the Participant, Options, SARs and Stock Purchase Rights shall be exercisable only by the Participant or the Participant’s guardian or legal representative. Awards shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, an Award (other than an Incentive Stock Option) shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act; provided, however, that no Award shall be assignable or transferable to any third-party financial institution.

~~STOCK OPTIONS.~~

Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~6.1~~ ~~Exercise Price~~. The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share of an Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than 110% of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

~~6.2~~ ~~Exercisability and Term of Options~~. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of 10 years after the effective date of grant of such Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five years after the effective date of grant of such Option. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, each Option shall terminate 10 years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

~~A-8~~

~~TABLE OF CONTENTS~~

~~6.3~~ ~~Payment of Exercise Price~~.

~~(a)~~ ~~Forms of Consideration Authorized~~. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash or by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “~~Cashless Exercise~~”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

~~(b)~~ ~~Limitations on Forms of Consideration~~.

~~(i)~~ ~~Tender of Stock~~. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Committee, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six months (or such other period, if any, as the Committee may permit) and not used for another Option exercise by attestation during such period, or were not acquired, directly or indirectly, from the Company.

~~(ii)~~ ~~Cashless Exercise~~. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.

~~6.4~~ ~~Effect of Termination of Service~~.

~~(a)~~ ~~Option Exercisability~~. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Committee, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period set forth in the Award Agreement.

~~(b)~~ ~~Extension if Exercise Prevented by Law~~. Notwithstanding the foregoing, other than upon a termination for Cause, if the exercise of an Option within the applicable time period set forth in the Award Agreement is prevented by the provisions of Section 13 below, the Option shall remain exercisable until three months (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the original expiration date of the Option.

~~(c)~~ ~~Extension if Participant is Subject to Section 16(b)~~. Notwithstanding the foregoing, other than upon a termination for Cause, if a sale within the applicable time periods set forth in the Award Agreement of shares acquired upon the exercise of the Option would subject the Participant to liability under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the 10th day following the date on which a sale of such shares by the Participant would no longer be subject to such liability, (ii) the 190th day after the Participant’s termination of Service, or (iii) the original expiration date of the Option.

~~STOCK APPRECIATION RIGHTS.~~

Stock Appreciation Rights shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No SAR or purported SAR shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~7.1~~ ~~Types of SARs Authorized. SARs may be granted in tandem with all or any portion of a related Option (a “Tandem SAR”) or may be granted independently of any Option (a “Freestanding SAR”). A Tandem SAR may only be granted concurrently with the grant of the related Option.~~

~~7.2~~ ~~Exercise Price~~. The exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share

~~A-9~~

~~TABLE OF CONTENTS~~

~~under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR.~~

~~7.3~~ ~~Exercisability and Term of SARs~~.

~~(a)~~ ~~Tandem SARs~~. Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised.

~~(b)~~ ~~Freestanding SARs~~. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be exercisable after the expiration of 10 years after the effective date of grant of such SAR.

~~7.4~~ ~~Exercise of SARs~~. Upon the exercise (or deemed exercise pursuant to Section 7.5) of an SAR, the Participant (or the Participant’s legal representative or other person who acquired the right to exercise the SAR by reason of the Participant’s death) shall be entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made (a) in the case of a Tandem SAR, solely in shares of Stock in a lump sum as soon as practicable following the date of exercise of the SAR and (b) in the case of a Freestanding SAR, in cash, shares of Stock, or any combination thereof as determined by the Committee in compliance with Section 409A. Unless otherwise provided in the Award Agreement evidencing a Freestanding SAR, payment shall be made in a lump sum as soon as practicable following the date of exercise of the SAR. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of Section 7, an SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant or as otherwise provided in Section 7.5.

~~7.5~~ ~~Deemed Exercise of SARs~~. If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.

~~7.6~~ ~~Effect of Termination of Service~~. Subject to earlier termination of the SAR as otherwise provided herein, an SAR shall be exercisable after a Participant’s termination of Service only to the extent and during the applicable time period set forth in the Award Agreement.

~~STOCK AWARDS.~~

Stock Awards shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No Stock Award or purported Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~8.1~~ ~~Grant of Stock Awards~~. Stock Awards may be granted upon such conditions as the Committee shall determine. Subject to Section 5.3(b), Stock Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including Performance Goals, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award.

~~8.2~~ ~~Purchase Price~~. The purchase price, if any, for shares of Stock issuable under each Stock Award shall be established by the Committee in its discretion. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject to a Stock

~~A-10~~

~~TABLE OF CONTENTS~~

Award. Payment of the purchase price for a Stock Award, if any, shall be made (a) in cash or by check or cash equivalent, (b) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (c) by any combination thereof. The Committee may at any time or from time to time grant Stock Awards which do not permit all of the foregoing forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration.

~~8.3~~ ~~Voting Rights; Dividends and Distributions~~. Except as provided in this Section 8.3 and any Award Agreement, during any Restriction Period applicable to shares subject to a Stock Award, the Participant shall have all the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution, such dividend or distribution shall be immediately subject to the same Vesting Conditions as the shares subject to the Stock Award with respect to which such dividends or distributions were paid.

~~RESTRICTED STOCK UNITS.~~

Awards of Restricted Stock Units shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish. No Award or purported Award of Restricted Stock Units shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~9.1~~ ~~Grant of Restricted Stock Units~~. Restricted Stock Units may be granted upon such conditions as the Committee shall determine. Subject to Section 5.3(b), Restricted Stock Units may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including Performance Goals, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award.

~~9.2~~ ~~Purchase Price~~. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving an Award of Restricted Stock Units, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Restricted Stock Units.

~~9.3~~ ~~Voting Rights, Dividend Equivalent Rights and Distributions~~. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Units that the Participant shall be entitled to accrue Dividend Equivalents with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to the particular shares subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such Dividend Equivalents, if any, may, as determined by the Committee, accrue in the form of additional Restricted Stock Units or as an unfunded cash balance in a notional account. Accrued Dividend Equivalents, if any, will only be paid to the extent that the Restricted Stock Units to which such accrued Dividend Equivalents relate become vested or are otherwise to be settled.

~~9.4~~ ~~Settlement of Restricted Stock Units~~. The Company shall issue to a Participant on the date on which Restricted Stock Units vest or on such other date set forth in the Award Agreement one share of Stock for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes. Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted Stock Units by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section 9.4. The Committee, in its discretion, may provide in any Award Agreement evidencing Restricted Stock Units that, if the settlement of the Award with respect to any shares would otherwise occur on a day on which the sale of such shares would violate the Company’s Insider Trading Policy, then the settlement with respect to such shares shall occur on the next day on which the sale of such shares would not violate the Insider Trading Policy.

~~10.~~

~~PERFORMANCE AWARDS.~~

Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~A-11~~

~~TABLE OF CONTENTS~~

~~10.1~~ ~~Types of Performance Awards Authorized~~. Performance Awards may be granted in the form of Performance Shares, Performance Units or in any other form of Award under the Plan that is subject to Performance Goal(s). Each Award Agreement evidencing a Performance Award shall specify the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award.

~~10.2~~ ~~Initial Value of Performance Shares and Performance Units~~. Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial monetary value equal to the Fair Market Value of one share of Stock, subject to adjustment as provided in Section 4.3, on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial monetary value established by the Committee at the time of grant. The final value payable to the Participant in settlement of a Performance Award will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.

~~10.3~~ ~~Settlement of Performance Awards~~.

~~(a)~~ ~~Determination of Final Value~~. As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement.

~~(b)~~ ~~Adjustment of Award Formula~~. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine, including adjustments to account for unanticipated events or occurrences at the time a Performance Goal was established or other unusual or nonrecurring events.

~~(c)~~ ~~Notice to Participants~~. As soon as practicable following the Committee’s determination and certification in accordance with Sections 10.3(a) and (b), the Company shall notify each Participant of the determination of the Committee.

~~(d)~~ ~~Payment in Settlement of Performance Awards~~. Payment shall be made to each eligible Participant of the final value of the Participant’s Performance Award following the Committee’s determination and certification in accordance with Sections 10.3(a) and (b) as set forth in the Award Agreement.

~~10.4~~ ~~Voting Rights; Dividend Equivalent Rights and Distributions~~. Participants shall have no voting rights with respect to shares of Stock represented by Performance Shares until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Performance Shares that the Participant shall be entitled to accrue Dividend Equivalents with respect to the payment of cash dividends on Stock during the period beginning on the date the Award is granted and ending, with respect to the particular shares subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited. Such Dividend Equivalents, if any, may, as determined by the Committee, accrue in the form of additional Performance Shares or in a notional account. Accrued Dividend Equivalents, if any, will only be paid to the extent that the Performance Goals underlying the original Performance Shares have been attained and the Performance Shares to which such Dividend Equivalents relate become vested or are otherwise to be settled, as determined by the Committee. Settlement of Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share.

~~11.~~ ~~OTHER STOCK-BASED AWARDS~~. The Committee is authorized, subject to limitations under applicable law, to grant Other Stock-Based Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Stock, as deemed by the Committee to be consistent with the purposes of this Plan, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, other rights convertible into shares of Stock and Awards valued by reference to the book value of Stock or the value of securities of specified subsidiaries, affiliates or business segments or units. The Committee may determine the terms and conditions of such Other Stock-Based Awards, which may be awarded either alone or in addition to or in tandem with any other Awards under this Plan.

~~12.~~

~~CHANGE IN CONTROL.~~

~~In the event of a Change in Control, the Committee may provide for any one or more of the following:~~

~~12.1~~ ~~Accelerated Vesting~~. The Committee may, in its sole discretion, provide in any Award Agreement or otherwise take such actions as it deems appropriate to provide for the acceleration of the exercisability and vesting or the lapse of the Restriction Period, as applicable, in connection with such Change in Control of any or all

~~A-12~~

~~TABLE OF CONTENTS~~

~~outstanding Awards upon such conditions, including termination of the Participant’s Service prior to, upon or following such Change in Control, and to such extent as the Committee shall determine.~~

~~12.2~~ ~~Assumption or Substitution. The surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror~~”), may, without the consent of any Participant, either assume or continue the Company’s rights and obligations under outstanding Awards, or substitute for outstanding Awards substantially equivalent awards for the Acquiror’s stock.

~~12.3~~ ~~Cash-Out~~. The Committee may, in its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price or purchase price per share, if applicable, under such Award (the “~~Spread~~”). In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portion of their canceled Awards as soon as practicable following the date of the Change in Control, subject to Section 409A, and in respect of the unvested portion of their canceled Awards in accordance with the vesting schedule applicable to such Awards as in effect prior to the Change in Control, subject to the Committee’s authority set forth in Section 12.1. For the avoidance of doubt, any Option or SAR with an exercise price or purchase price per share equal to or greater than the consideration to be paid per share of Stock in the Change in Control may be, without the consent of any Participant, canceled for no consideration.

In no event shall any action be taken pursuant to this Section 12 that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A.

~~13.~~

~~COMPLIANCE WITH SECURITIES LAW.~~

The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

~~14.~~

~~TAX WITHHOLDING.~~

~~14.1~~ ~~Tax Withholding in General~~. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment, broker-assisted sale, or otherwise, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

~~14.2~~ ~~Withholding in Shares~~. If provided for in an Award or approved by the Board, a Participant may satisfy the tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Stock, including shares retained from the Award creating the tax obligation, valued at their fair market value (valued in the manner determined or approved by the Company); provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), except that, to the extent that the Company is able to retain shares of Stock having a fair market value (determined or approved by the Company) that exceeds the statutory minimum applicable withholding tax without financial accounting implications or the Company is withholding in a jurisdiction that does not have a statutory minimum withholding tax, the Company may retain such number of shares of Stock (up to the number of shares having a fair market value equal to the

~~A-13~~

~~TABLE OF CONTENTS~~

maximum individual statutory rate of tax (determined or approved by the Company)) as the Company shall determine to be necessary to satisfy the tax liability associated with any Award. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

~~15.~~

~~AMENDMENT OR TERMINATION OF PLAN.~~

The Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Sections 4.3 and 4.4), (b) no change in the class of persons eligible to receive Awards, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or market system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. No amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant or other adequate consideration therefor (as determined in the sole discretion of the Committee); provided however, that, notwithstanding any other provision of the Plan to the contrary, the Committee may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including Section 409A.

~~16.~~

~~COMPLIANCE WITH SECTION 409A.~~

~~16.1~~ ~~Deferral of Payment~~. The Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Stock or cash upon vesting or other events with respect to Restricted Stock Units, Performance Awards or Other Stock-Based Awards. Notwithstanding anything herein to the contrary, in no event will any election to defer the delivery of Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code.

~~16.2~~ ~~Committee Authority; No Liability~~. Notwithstanding anything in this Plan to the contrary, with respect to any Award that is “deferred compensation” subject to Section 409A, the Committee shall exercise its discretion in a manner that causes such Awards to be compliant with or exempt from the requirements of Section 409A. Without limiting the foregoing, unless expressly agreed to in writing by the Participant holding such Award, the Committee shall not take any action with respect to any Award which constitutes (a) a modification of a stock right within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (b) an extension of a stock right, including the addition of a feature for the deferral of compensation within the meaning of Treas. Reg. § 1.409A-1 (b)(5)(v)(C), or (c) an impermissible acceleration of a payment date or a subsequent deferral of a stock right subject to Section 409A within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(E). The Company, any Affiliate which is in existence or hereafter comes into existence, the Board, the Committee or its delegates shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Board or the Committee in respect thereof.

~~16.3~~ ~~Specified Employee Delay~~. To the extent any payment under this Plan is considered deferred compensation subject to the restrictions contained in Section 409A, such payment may not be made to a specified employee (as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A) upon “separation from service” (within the meaning of Section 409A) before the date that is six months after the specified employee’s separation form service (or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be accumulated and paid on the sixth month plus one day following the specified employee’s separation from service (or, if earlier, as soon as administratively practicable after the specified employee’s death).

~~17.~~

~~MISCELLANEOUS PROVISIONS.~~

~~17.1~~ ~~Repurchase Rights~~. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

~~A-14~~

~~TABLE OF CONTENTS~~

~~17.2~~ ~~Clawback; Forfeiture Events~~.

(a) The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include termination of Service for Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination of Service.

(b) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, any Participant who knowingly or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

(c) Awards granted under this Plan will also be subject to recoupment in accordance with any clawback policy that the Company adopts or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of Stock or other cash or property upon the occurrence of misconduct. No recovery of compensation under such a clawback policy or under Section 17.2(b) will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between any Participant and the Company.

~~17.3~~ ~~Rights as Employee, Consultant or Director~~. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.

~~17.4~~ ~~Rights as a Stockholder~~. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.3 or another provision of the Plan.

~~17.5~~ ~~Delivery of Title to Shares~~. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate form.

~~17.6~~ ~~Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.~~

~~17.7~~ ~~Retirement and Welfare Plans~~. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

~~17.8~~ ~~Beneficiary Designation~~. Subject to local laws and procedures, each Participant may file with the Company, in a form and manner determined by the Company, a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before such Participant receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other

~~A-15~~

~~TABLE OF CONTENTS~~

than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s estate.

~~17.9~~ ~~Severability~~. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.

~~17.10~~ ~~No Constraint on Corporate Action~~. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or appropriate.

~~17.11~~ ~~Unfunded Obligation~~. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan.

~~17.12~~ ~~Choice of Law~~. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules.

~~A-16~~

~~TABLE OF CONTENTS~~

[MISSING IMAGE: px_24primorisproxy1pg01-bw.jpg]

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.Vote by Internet - ~~QUICKEASYIMMEDIATE~~QUICK ★★★ EASYIMMEDIATE - 24 Hours a Day, 7 Days a Week or by ~~Mail PRIMORIS SERVICESCORPORATION Your~~MailPRIMORIS SERVICES CORPORATIONYour Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on ~~May 2, 2023.INTERNET – www.cstproxyvote.comUse~~April 30, 2024.INTERNET –www.cstproxyvote.comUse the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.Vote at the Meeting –To attend the virtual online annual meeting, visit:https://www.viewproxy.com/Primoris/~~2023/~~2024/vmMAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope ~~provided. PLEASE DO NOT RETURN THE PROXY CARDIF YOU ARE VOTING ELECTRONICALLY.PROXY CARDFOLD~~provided.PROXY CARD▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE ~~PROVIDEDPlease markXTHE~~PROVIDED ▲Please markTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.your ~~voteslike this Proposal~~votes like thisProposal 1 — Election of Directors—The Board recommends a vote “FOR” each listed nominee as a Director for a one-year term expiring in ~~2024:Nominees:FORWITHHOLD1— Michael E. Ching2— Stephen C. Cook3—~~David L. King4— Carla S. Mashinski5— Terry D. McCallister6— Thomas E. McCormick7— Jose R. Rodriguez8— John P. Schauerman9— Patricia K. Wagner Proposal 3 — Advisory, Non-Binding ONETWOTHREEVote Approving the Frequency of AdvisoryYEARYEARSYEARSABSTAINVotes on Named Executive OfficerCompensation. The Board recommends avote for an advisory stockholder vote onnamed executive officer compensation EVERY YEAR.Proposal 4 — Ratification of Selection of MossFORAGAINSTABSTAINAdams LLP as the Company’s IndependentRegistered Public Accounting Firm for the fiscalyear ending December 31, 2023. The Boardrecommends a vote “FOR” the ratification of Moss Adams, LLP as theCompany’s Independent Registered Public Accountant.Proposal 5 — Approval of the Company’s 2023FORAGAINSTABSTAINEquity Incentive Plan. The Board recommendsa vote “FOR” the approval of the 2023 EquityIncentive Plan.Please Mark Here for Address Change or Comments – SEE REVERSE SIDE 2025:Proposal 2 — Advisory, Non-Binding Vote ~~FOR AGAINST ABSTAIN~~ Approving the Company’s Named Executive Officer Compensation. The Board recommends ~~avote~~a vote “FOR” the approval

of the advisory,FOR AGAINST ABSTAINNominees:1 — Michael E. ChingFOR WITHHOLDnon-binding proposal on the compensation of the Company’s namedexecutive officers.2 — Stephen C. Cook 3 — David L. KingProposal 3 — Ratification of Selection of Moss Adams LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024 — TheFOR AGAINST ABSTAIN4 — Carla S. Mashinski5 — Terry D. McCallister6 — Thomas E. McCormick 7 — Jose R. Rodriguez8 — John P. Schauerman 9 — Patricia K. WagnerBoard recommends a vote “FOR” the ratification of the ~~advisory, non-binding proposal on~~selection of Moss Adams, LLP as the ~~compensation of theCompany’s named executive officers CONTROL NUMBER~~

~~Signature______________________________Signature,~~Company’s Independent Registered Public Accountant.Please Mark Here for Address Change or Comments – REVERSE SIDECONTROL NUMBERSignature Signature, if held ~~jointly__________________________________Date_____________, 2023~~jointly Date , 2024 Please date this Proxy and sign it exactly as your name or names appear above. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If shares are held by a corporation, please sign in full corporate name by the president or other authorized officer. If shares are held by a partnership, please sign in full partnership name by an authorized ~~person~~personPLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.X

TABLE OF CONTENTS

[MISSING IMAGE: px_24primorisproxy1pg02-bw.jpg]

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May ~~3, 2023The~~1, 2024The Proxy Statement, Annual Report ~~onForm~~on Form 10-K and our ~~2022~~2023 Annual Report to Stockholders are available ~~at https:~~athttps://www.cstproxy.com/~~primoris/2023FOLD~~Primoris/2024/▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE ~~PROVIDEDTHIS~~PROVIDED ▲THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSPRIMORIS SERVICES CORPORATIONPROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY ~~3, 2023The~~1, 2024The undersigned hereby appoints David L. King as Proxy holder, with the power to appoint his substitute, and hereby authorizes him to represent and vote, as designated on the reverse side, all eligible shares of Common Stock of Primoris Services Corporation, held of record by the undersigned as of March ~~13, 2023,~~11, 2024, which the undersigned may be entitled to vote at the ~~2023~~2024 Annual ~~Meetingof~~Meeting of Stockholders to be held at 9:00 a.m., Central Time, on Wednesday, May ~~3, 2023,~~1, 2024, virtually at https://www.viewproxy.com/Primoris/~~2023/~~2024/vm, and any continuation(s), postponement(s) ~~oradjournment~~or adjournment thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS. IF NO INSTRUCTIONS ARE GIVEN BUT THE PROXY IS SIGNED, THIS PROXY WILL BE VOTED

FOR ALL THE NOMINEES LISTED IN PROPOSAL 1, FOR ON PROPOSAL 2 ~~FOR EVERY YEAR ON PROPOSAL 3, FOR ON PROPOSAL 4~~ AND FOR ON PROPOSAL 5.3. IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.IMPORTANT—PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLYAddress Change/Comments (mark the corresponding box on the reverse side)–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––(Continued and to be marked, dated and signed, on the other side)

0001361538 5 ~~2022-01-01 2022-12-31~~2023-01-01 2023-12-31

	COMPENSATION COMMITTEE REPORT								6055
	COMPENSATION TABLES								6156
	Summary Compensation Table								6156
	Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Options Exercised and Stock Grants Vested								6257
	Potential Payments Upon Termination								6358
	Pay Ratio Disclosure								6359
	Retirement Plans								6460
	~~2013~~ Equity ~~Incentive Plan~~Compensation Plans								6460
	~~Pay Versus Performance Disclosure~~2023 PAY VERSUS PERFORMANCE DISCLOSURE								6561
	STOCKHOLDER PROPOSALS FOR OUR ~~2024~~2025 ANNUAL MEETING								6864
	OTHER MATTERS								69
	~~APPENDIX A—2023 EQUITY INCENTIVE PLAN~~								~~A-1~~65

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)

Name	2021 Discretionary Performance Amount
Thomas E. McCormick		$	352,387
Kenneth M. Dodgen			178,747
John F. Moreno, Jr.			193,274
John M. Perisich			206,578

Performance-based cash and equity incentives

Executive compensation based on performance of corporate objectives

~~Ability to clawback~~Clawback compensation in the event of an accounting restatement ~~which resulted from gross negligence or misconduct~~

Stock ownership guidelines for executive officers and ~~directors~~Directors

Independent compensation consultant engaged by the Compensation Committee

All ~~directors~~Directors on the Compensation Committee are independent