Primoris Services Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2025, the Board of Directors (the “Board”) of Primoris Services Corporation (“Primoris” or the “Company”), upon the recommendation of the Compensation Committee, approved the compensation terms described below for David King and Jeremy Kinch, in connection with their previously disclosed appointments as Interim President and CEO and Chief Operating Officer, respectively. The Company entered into an offer letter with each of Mr. King and Mr. Kinch as of the same date.
Compensatory Arrangement with David King
Pursuant to Mr. King’s offer letter, he is entitled to: an annual base salary of $950,000; equity in the form of restricted stock units (“RSUs”) under the Primoris Services Corporation 2023 Equity Incentive Plan equal to $1,250,000 that will vest based on Mr. King’s continued service to the Company as Interim President & CEO, Executive Chairman, or as another member of the Board of Directors of the Company through the first anniversary of the date of grant; and a discretionary bonus based on financial, operational, strategic and succession planning/role transition considerations to be established by the Board of Directors, with a target bonus amount of up to One Hundred and Twenty Percent (120%) of his annual base salary. He is also entitled to other customary benefits described in the offer letter.
Compensatory Arrangement with Jeremy Kinch
Pursuant to Mr. Kinch’s offer letter, he is entitled to: an annual base salary of $600,000; eligibility to receive annual long term incentive equity or equity based awards (“LTIP awards”) under the Primoris Services Corporation 2023 Equity Incentive Plan, with an LTIP award of $1,000,000 for 2025; and eligibility to receive a bonus in accordance with the terms set forth in the Company’s Annual Incentive Plan (“AIP”) then in effect at the time of the bonus issuance with a target bonus of one hundred percent (100%) of his annual base salary. The terms of Mr. Kinch’s offer letter are intended to complement his existing Amended and Restated Employment Agreement with the Company, dated January 7, 2025 (the “Kinch Employment Agreement”).
The foregoing summaries are qualified in their entirety by reference to the full text of each offer letter and the Kinch Employment Agreement, which are attached hereto as Exhibits 10.1 to 10.3 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. | Description | ||
10.1 | Offer Letter dated March 21, 2025, by and between Primoris Services Corporation and David King | ||
10.2 | Offer Letter dated March 21, 2025, by and between Primoris Services Corporation and Jeremy Kinch | ||
10.3 | |||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PRIMORIS SERVICES CORPORATION |
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Dated: March 26, 2025 |
| By: | /s/ Kenneth M. Dodgen |
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| Kenneth M. Dodgen |
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| Executive Vice President, Chief Financial Officer |
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