SEC Form DEF 14A filed by Primoris Services Corporation

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​	​	WHEN IS THE MEETING?​	​
​	​	Wednesday, April 30, 2025, at 9:00 a.m., Central Time HOW DO I ACCESS THE VIRTUAL MEETING?​	​
​	​	Log in at https:// web.viewproxy.com/Primoris/ 2025/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 10, 2025, are entitled to vote	​

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​	​	• Register at https://web.viewproxy.com/Primoris/2025/ by 11:59 p.m Central Time on April 25, 2025. 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://web.viewproxy.com/Primoris/2025/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. ​	​

​	​	• Obtain a legal proxy from your broker, bank, or other nominee. ​	​
​	​	• Register at https://web.viewproxy.com/Primoris/2025/ by 11:59 p.m. Central Time on April 25, 2025. 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 [email protected]) 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://web.viewproxy.com/Primoris/2025/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. ​	​

​		​	​	By Order of the Board of Directors,	​
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			​	John M. Perisich Executive Vice President, Chief Legal and Administrative Officer and Secretary	​

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​	SUMMARY				​	​	​	​	1	​	​
​	Voting Matters, Vote Recommendations and Rationale				​	​	​	​	1	​	​
​	2024 Business Highlights				​	​	​	​	4	​	​
​	Our Compensation Highlights				​	​	​	​	5	​	​
​	Corporate Governance Highlights				​	​	​	​	6	​	​
​	Corporate Responsibility Highlights				​	​	​	​	7	​	​
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​	PROPOSAL 1​	​	​	ELECTION OF DIRECTORS​	​	​	​	​	12	​	​
​	General Information				​	​	​	​	12	​	​
​	Recommendation of the Board of Directors				​	​	​	​	12	​	​
​	Information Regarding Director Nominees				​	​	​	​	13	​	​
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​	PROPOSAL 2​	​	​	TO APPROVE, IN AN ADVISORY, NON-BINDING VOTE, THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION​	​	​	​	​	23	​	​
​	General Information				​	​	​	​	23	​	​
​	Recommendation of the Board of Directors				​	​	​	​	23	​	​
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​	PROPOSAL 3​	​	​	RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM​	​	​	​	​	24	​	​
​	General Information				​	​	​	​	24	​	​
​	Recommendation of the Board of Directors				​	​	​	​	24	​	​
​	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS​				​	​	​	​	25	​	​
​	Board Independence				​	​	​	​	26	​	​
​	Board Structure and Committee Composition				​	​	​	​	26	​	​
​	Committees of the Board				​	​	​	​	28	​	​
​	Board Role in Risk Oversight				​	​	​	​	32	​	​
​	Selection of Board Nominees				​	​	​	​	32	​	​
​	Annual Board and Committee Evaluations				​	​	​	​	34	​	​
​	Code of Conduct				​	​	​	​	34	​	​
​	Director Access to Officers, Employees, and Information				​	​	​	​	34	​	​
​	Policy Regarding Director Attendance at Annual Meetings of Stockholders				​	​	​	​	34	​	​
​	Communications with the Board of Directors				​	​	​	​	35	​	​
​	Hiring Independent Auditors				​	​	​	​	35	​	​
​	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS​				​	​	​	​	36	​	​
​	DIRECTOR COMPENSATION​				​	​	​	​	37	​	​
​	STOCK OWNERSHIP​				​	​	​	​	39	​	​
​	Security Ownership of 5% or Greater Stockholders, Directors, Director Nominees and Executive Officers				​	​	​	​	39	​	​
​	Delinquent Section 16(a) Reports				​	​	​	​	40	​	​
​	INFORMATION ABOUT AUDIT FEES AND SERVICES​				​	​	​	​	41	​	​
​	Independent Registered Public Accounting Firm Fees and Services				​	​	​	​	41	​	​
​	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm				​	​	​	​	41	​	​
​	AUDIT COMMITTEE REPORT​				​	​	​	​	42	​	​
​	EXECUTIVE LEADERSHIP​				​	​	​	​	43	​	​
​	EXECUTIVE COMPENSATION​				​	​	​	​	45	​	​
​	Compensation Discussion and Analysis				​	​	​	​	45	​	​
​	Net Income Component				​	​	​	​	50	​	​
​	New Business Generated Component				​	​	​	​	50	​	​
​	Cash Management Component				​	​	​	​	51	​	​
​	Safety Performance Component				​	​	​	​	52	​	​
​	Cumulative Net Income Component				​	​	​	​	53	​	​
​	Operating Margin Percentage Component				​	​	​	​	53	​	​
​	Other Compensation Items				​	​	​	​	54	​	​
​	Employment Agreements for Named Executive Officers				​	​	​	​	55	​	​

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​	COMPENSATION COMMITTEE REPORT​				​	​	​	​	57	​	​
​	COMPENSATION TABLES​				​	​	​	​	58	​	​
​	Summary Compensation Table				​	​	​	​	58	​	​
​	Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Options Exercised and Stock Grants Vested				​	​	​	​	59	​	​
​	Potential Payments Upon Termination				​	​	​	​	60	​	​
​	Pay Ratio Disclosure				​	​	​	​	61	​	​
​	Retirement Plans				​	​	​	​	62	​	​
​	Equity Compensation Plans				​	​	​	​	62	​	​
​	2024 PAY VERSUS PERFORMANCE DISCLOSURE​				​	​	​	​	63	​	​
​	STOCKHOLDER PROPOSALS FOR OUR 2026 ANNUAL MEETING​				​	​	​	​	66	​	​
​	OTHER MATTERS​				​	​	​	​	67	​	​

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​	Voting Matter	​	​	Board Voting Recommendation	​
​	Proposal 1: Election of Directors​ The Board believes that each of the Director nominees possess the right set of skills, experience and background necessary to oversee our business and protect the interests of shareholders.	​	​	FOR each nominee (see page 12)	​
​	Proposal 2: To Approve, in an Advisory, Non-Binding Vote, 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: 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 interest of the Company and its stockholders.	​	​	FOR	​

2025 PROXY STATEMENT

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Online

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Vote by Mail

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Changing your vote after returning your proxy card

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Stockholders of Record

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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://web.viewproxy.com/Primoris/2025/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

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Please complete and properly sign and date the accompanying proxy card and return it to the Transfer Agent in the accompanying pre- addressed envelope.

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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. ​

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Beneficial Owners

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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://web.viewproxy.com/Primoris/2025/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.

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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.

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You may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote at the Annual Meeting.

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CORPORATE​ PROFILE​

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Built on a foundation of trust, we deliver a range of infrastructure services that power, connect, and enhance society. On projects spanning utility-scale solar, renewables, power delivery, communications, and industrial infrastructure, we offer unmatched value to our clients, a safe and entrepreneurial culture to our employees, and innovation and excellence to our communities.

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OUR​ HISTORY​

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The Company’s roots go back to 1960 with the founding of ARB, Inc., 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, Inc.’s work and reputation fueled significant growth and laid the foundation for Primoris, which is today one of the largest 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.

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OUR​ PEOPLE​

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Because Primoris believes that its employees are the most valuable resource in successfully completing its projects, the Company employs a dynamic mix of people to create the strongest company possible. As of December 31, 2024, Primoris employed 3,074 salaried employees and 12,642 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 performance is 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. Additionally, all of our employees are subject to our Code of Conduct, which includes guidance and requirements concerning, among other things, general business ethics, including policies concerning the environment, conflicts of interest, anti-corruption, harassment and discrimination, data security and privacy, related party transactions, insider trading and the Anti-Bribery & Corruption Policy, which includes guidance and requirements concerning, among other things, interactions with government officials; provision of gifts, entertainment and hospitality; and charitable and political contributions.

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2025 PROXY STATEMENT

PRIMORIS   |   3

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​	Primoris finished 2024 with record highs for annual revenue, earnings, backlog and cash flow from operations. These results demonstrate that we have positioned the Company as a premier solutions provider with a broad geographic footprint and technical expertise to meet the growing demand for the expansion and modernization of infrastructure in North America.	​
​	Our Utilities segment revenue was up slightly as Master Service Agreement (“MSA”) revenue grew approximately 10 percent from the prior year. However, gross profit and margin were up significantly from 2023 driven by an active storm year, particularly in the second half of the year and improved efficiency and productivity in our power delivery business. The Energy segment had another robust year of renewables growth for utility-scale solar projects and an increase in natural gas generation opportunities that were partially offset by lower activity in pipeline.	​
​	During the year we were awarded over $7.7 billion of work which resulted in ending the year with $11.9 billion of total backlog, an increase of approximately 9 percent from year end 2023. This includes fixed backlog of $6.1 billion and master service agreement (“MSA”) backlog of $5.8 billion. These awards came across many of our businesses and have positioned the Company well for continued growth in 2025.	​
​	The Company’s full year net income was $188.1 million, or $3.31 per fully diluted share, an increase of 43% from 2023 driven by higher operating income and lower interest expense due to lower average debt balances and lower interest rates. Another highlight of 2024 was generating over $500 million of operating cash flow, an increase of more than $300 million from the prior year.	​

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» Record revenue for the ninth consecutive year, up 11 percent from 2023 to $6.4 billion ​ » Finished 2024 with record total backlog of $11.9 billion, an increase of approximately 9 percent from 2023 ​ » Strong safety performance year with total recordable incident rate of 0.50, well below the industry average of 2.30 ​ » Growth was driven by our Energy segment, which was up 21 percent, primarily due to more than $600 million of growth in our renewables business ​ » Cash flow from operations of more than $508 million, an increase of more than $300 million from 2023 ​

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2025 PROXY STATEMENT

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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.

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​		​	​	Separate Chairman and Lead Independent Director of the Board roles	​	​		​	​	Succession Planning Process	​
​		​	​	All Committees are chaired by an independent Director	​	​		​	​	Stock Ownership Guidelines for Directors and Officers	​
​		​	​	Annual Board and Committee Evaluation	​	​		​	​	Clawback Policy	​
​		​	​	No interlocking relationships exist between members of our Board and members of any other Board	​	​		​	​	Mandatory Board retirement age of 75	​
​		​	​	Board Risk Oversight	​	​		​	​	Corporate code of conduct	​

​	Independence	​	​	Tenure	​	​	Age	​	​	Gender and Ethnic Diversity	​
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COMMITTEES

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Director and Principal Occupation

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Director Since

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Audit

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Compensation

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Nominating and Corporate Governance

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Strategy and Risk

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Michael E. Ching Former Global Head of Investment Research practice, Evalueserve

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David L. King (Chairman of the Board) Interim President and Chief Executive Officer, Primoris Services Corporation

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2015

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Carla S. Mashinski Former Chief Financial Officer, Cameron LNG

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2019

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

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2020

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Jose R. Rodriguez Former Senior Audit Partner, KPMG LLP

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2021

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Harpreet Saluja Executive Vice President of Corporate Strategy & Business Development, Ecolab

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John P. Schauerman Former Chief Financial Officer, Primoris Services Corporation

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2016

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Patricia K. Wagner Former Group President of the United States Utilities Sempra Energy

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​	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	​

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​	​		​	​	SUSTAINABILITY​	​	​	​	​	​	​
​	​	We are committed to reducing or eliminating negative environmental impacts wherever practicable. More than that, we are actively seeking projects that contribute to a lower-carbon future. In 2024, this included $2.4 billion in new solar projects awarded with targeted completions over the next few years. These awards helped us to finish the year with approximately $3.1 billion in solar backlog that has us well-positioned to meet the high demand for our solar services. We employ a sustainability framework that helps our renewables customers track and measure the environmental impact of projects which includes third-party certification. In terms of our own environmental impacts, we have implemented energy- efficient technology in many of our facilities. Regulation and Environmental Requirements. Our operations are subject to compliance with regulatory requirements of federal, state, and municipal agencies and authorities, and international laws and regulations including with respect to: Protection of the environment, including regulations established by the Environmental Protection Agency, state agencies and other foreign environmental regulators. We believe that we have all the licenses and permits required to conduct our operations and that we are in substantial compliance with applicable regulatory requirements. We manage these requirements through our corporate environmental management system and comprehensive employee training programs to ensure compliance. We continually evaluate whether we must take additional steps at our locations to ensure compliance with environmental laws. Sustainable Practices. The need for renewable infrastructure has never been more crucial and we are proud to work with our clients on efforts to reduce emissions, create well-paying green jobs, and address environmental and social justice concerns. To track and measure our impact, our renewable energy business employs a sustainability framework, Envision, that provides a consensus-based structure for assessing sustainability, resiliency, and equity in civil infrastructure. Examples of practices we employ onsite include: • Creating stormwater prevention plans to avoid waterway pollution ​ • Protecting local biomes through revegetation using native seed mixes ​ • Recycling or reusing construction waste and mulching appropriate material to provide natural erosion, dust, and water control ​ • Utilizing existing grid infrastructure, solar-powered lights, and LEDs on our project trailers ​ • Implementing our industry-leading safety program ​ • Building relationships with local first responders and leaders to minimize impacts and best serve our communities ​				​	​	​	Supporting the Energy Transition $2.4Bn​ in new solar project awards $3.1Bn​ in renewables backlog at year-end 2024	​	​
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​	​		​	​	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, 2024, our LTIR rate was 0.07 compared to an industry average of 1.00 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, 2024, our TRIR rate was 0.50 compared to an industry average of 2.30 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, flexible work schedules, 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”) 0.50​ Total Recordable Incident Rate (“TRIR”) 6​ Employee resource groups including Primoris Veterans	​	​
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​	​		​	​	COMMUNITY​	​	​	​	​	​	​
​	​	Diversity and Inclusion. We employ a dynamic mix of people to create the strongest company possible. Our policy prohibits discrimination in employment based on age, culture, gender, national origin, sexual orientation, physical appearance, race or religion. Supplier Development and Mentorship. Collaborating with suppliers enables us to find advanced technologies and new and unique processes, products, or services that help us run our business efficiently. Strategic alliances can open new doors and increase market share, advancing our position as a leader in the industry. Through the course of supplier development, Primoris has at times invested in, shared assets with, leased to, given favorable payment terms to, and created mutually exclusive strategic alliances with various disadvantage business enterprise suppliers. Our approach to supplier development is effective in building a resilient supply chain with suppliers that comply with our policies and procedures in addition to our customers’ procedures and requirements. This approach is the essence of our sustainable supply chain philosophy. The incentive supporting this philosophy is the mutual success of our customers, suppliers, and Primoris. Mental Health Care. Our employees have 24/7/365 access to free, confidential, mental healthcare assistance from licensed clinicians to help resolve work-related pressures, depressions, stress, anxiety, grief, relationship problems, substance use or other emotional health concerns. To mitigate the risks of job burnout, employees are encouraged to take their well-earned vacation to spend time with their families, enjoy recreational activities and rest.				​	​	​	52%​ of the overall workforce identified as racial minority 13%​ of the overall workforce identified as female 1,705​ vendors recognized as diverse	​	​

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​	​		​	​	GOVERNANCE​	​	​	​	​	​	​
​	​	A governance refresh undertaken in 2019 included publication of our Corporate Governance Guidelines and Code of Conduct. Additional actions taken by the Board included Board declassification, establishment of a mandatory Board retirement age of 75, creation of a Director stock ownership requirement, and prohibition of hedging and short-selling with Primoris stock. The Company has 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 Security Steering Committee Charter and its Enterprise Risk Management Charter, all of which are available on the Company’s website. Primoris has a multi-layered cybersecurity risk management program designed to identify and mitigate cyber risks to 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”), with regular updates to the Executive Leadership Team and our Audit Committee. 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 directly supported by the head of cybersecurity with relevant expertise and experience. The CIO and head of cybersecurity lead the strategy, establish the policies and maintain awareness of threats and vulnerabilities on an ongoing basis to prepare Primoris to address cybersecurity risks. Further, they educate employees regarding cybersecurity using security awareness training, security bulletins and phishing simulations to reinforce training on a quarterly basis. The Company’s Acceptable Use Policy (“AUP”) is distributed annually to employees for understanding and acknowledgement. The AUP and cybersecurity training are both made available to all 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 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 assessment findings are then disclosed to the Audit Committee and SSC to identify areas for improvement and devise related action plans.				​	​	​	5.3 years​ average tenure of Primoris Board members 88%​ of Directors are Independent 100%​ of Committees are chaired by independent Directors	​	​
​	​	​								​	​

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​	Name	​	​	Position with our Company	​	​	Age	​	​	Director Since	​
​	Michael E. Ching	​	​	Independent Director	​	​	62	​	​	2022	​
​	David L. King	​	​	Director and Chairman of the Board, Interim President and Chief Executive Officer	​	​	72	​	​	2015	​
​	Carla S. Mashinski	​	​	Independent Director	​	​	62	​	​	2019	​
​	Terry D. McCallister	​	​	Independent Director	​	​	69	​	​	2020	​
​	Jose R. Rodriguez	​	​	Independent Director	​	​	66	​	​	2021	​
​	Harpreet Saluja	​	​	Independent Director	​	​	56	​	​	N/A	​
​	John P. Schauerman	​	​	Independent Director	​	​	68	​	​	2016	​
​	Patricia K. Wagner	​	​	Independent Director	​	​	62	​	​	2020	​

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​

100% Highest Integrity

​

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100% Executive Leadership

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100% Business Acumen

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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.

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​	​	• is an executive officer of another company which is indebted to the Company, or to which the Company is indebted, unless the total amount of 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 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 Company’s automatic matching of employee charitable contributions will not be included in the amount of the Company’s contributions for this purpose. ​	​

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​

Director(1)

​

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Audit Committee

​

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Compensation Committee

​

​

Nominating and Corporate Governance Committee

​

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Strategy and Risk Committee

​

​

Michael E. Ching

​

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M

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M

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Stephen C. Cook

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M

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M

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M

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Carla S. Mashinski

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C

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M

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Terry D. McCallister

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C

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Jose R. Rodriguez

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M

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John P. Schauerman

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M

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C

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Patricia K. Wagner

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​	​	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 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 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 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, and 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.							​	​

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​	​	Compensation Committee				​	​	​	​	​
​	​		​	​	Meetings: 4 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 ​ • Overseeing risks associated with the Company’s compensation policies and practices and annually reviewing whether such policies and practices are reasonably likely to have a material adverse effect on the Company. ​							​	​
​	​	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 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 Meridian Compensation Partners (“Meridian”) as its independent advisor beginning in 2024. Prior to their engagement, Meridian 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 NYSE rules and concluded that the work performed by Meridian did not present any conflicts of interest. As requested by the Compensation Committee, from time-to-time Meridian 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. Meridian reviews compensation levels, trends and practices at the discretion of the Compensation Committee. Meridian does not determine the exact amount or form of executive compensation for any executive officers. See “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis”. Meridian reports directly to the Compensation Committee, and a representative of Meridian, 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. Meridian does no other work for the Company.							​	​

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​	​	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 and making recommendations regarding future planning and the appointment of Directors to Committees of our Board ​ • Administering a policy for evaluating and considering nominees for election to the Board ​ • Supporting the succession planning and talent development for succession candidates ​ • Reviewing succession plans and management development programs for members of executive management and the CEO and providing reports on the progress of the succession planning and management development to the Board ​ • Overseeing the evaluation of our Board as a whole ​ • Reviewing our corporate governance principles and providing recommendations to the Board regarding possible changes ​ • Developing and reviewing our Code of Conduct and assuring that it is appropriate for us ​ • Overseeing the Company’s 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 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.							​	​
​	​	As part of their regular duties and responsibilities, the members of the Nominating and Corporate Governance Committee and the Board of Directors regularly engage in management succession planning efforts, evaluating potential successors for all levels of the management team including the CEO and other named executive officers.							​	​

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​	​	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 ​							​	​

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​	​	• Experience in corporate management; ​	​
​	​	• Experience in our industry; ​	​
​	​	• Experience as a Board member or officer of a publicly held company; ​	​
​	​	• Experience in financial and accounting matters; ​	​
​	​	• Diversity of expertise and experience in substantive matters related to our business; and ​	​
​	​	• Practical and mature business judgment. ​	​

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​	​	• 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. ​	​

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​	Non-Employee Director	​	​	Fees Earned or Paid in Cash	​	​	Stock Awards(1)	​	​	Total	​
​	Michael E. Ching	​	​	$92,500	​	​	$151,950	​	​	$244,450	​
​	Stephen C. Cook	​	​	122,500	​	​	151,950	​	​	274,450	​
​	David L. King	​	​	212,500	​	​	151,950	​	​	364,450	​
​	Carla S. Mashinski	​	​	112,500	​	​	151,950	​	​	264,450	​
​	Terry D. McCallister	​	​	107,500	​	​	151,950	​	​	259,450	​
​	Jose R. Rodriguez	​	​	92,500	​	​	151,950	​	​	244,450	​
​	John P. Schauerman	​	​	107,500	​	​	151,950	​	​	259,450	​
​	Patricia K. Wagner	​	​	107,500	​	​	151,950	​	​	259,450	​

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​

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)

​

​

​

​

6,162,659

​

​

​

​

​

11.4%

​

​

​

Blackrock, Inc.(4)

​

​

​

​

5,448,452

​

​

​

​

​

10.1%

​

​

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Dimensional Fund Advisors LP(5)

​

​

​

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3,595,569

​

​

​

​

​

6.7%

​

​

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Directors and Named Executive Officers:

​

​

​

​

​

​

​

​

​

​

​

​

​

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Michael E. Ching

​

​

​

​

11,381

​

​

​

​

​

​*

​

​

​

Stephen C. Cook

​

​

​

​

7,377

​

​

​

​

​

​*

​

​

​

David L. King

​

​

​

​

24,285

​

​

​

​

​

​*

​

​

​

Carla S. Mashinski

​

​

​

​

22,222

​

​

​

​

​

​*

​

​

​

Terry D. McCallister(6)

​

​

​

​

29,139

​

​

​

​

​

​*

​

​

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Jose R. Rodriguez

​

​

​

​

15,733

​

​

​

​

​

​*

​

​

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Harpreet Saluja

​

​

​

​

—

​

​

​

​

​

​*

​

​

​

John P. Schauerman(7)

​

​

​

​

120,847

​

​

​

​

​

​*

​

​

​

Patricia K. Wagner(8)

​

​

​

​

19,139

​

​

​

​

​

​*

​

​

​

Kenneth M. Dodgen

​

​

​

​

69,116

​

​

​

​

​

​*

​

​

​

Thomas E. McCormick(9)

​

​

​

​

212,219

​

​

​

​

​

​*

​

​

​

John M. Perisich(10)

​

​

​

​

160,909

​

​

​

​

​

​*

​

​

​

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

​

​

​

​

480,148

​

​

​

​

​

0.9%

​

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​

Fee Category

​

​

2024 Fees

​

​

2023 Fees

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​

Audit Fees(1)

​

​

​

$

2,194,271

​

​

​

​

$

2,202,762

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​

​

Audit Related Fees(2)

​

​

​

​

110,000

​

​

​

​

​

114,000

​

​

​

Tax Fees(3)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

All Other Fees

​

​

​

​

—

​

​

​

​

​

—

​

​

​

Total Fees

​

​

​

$

2,304,271

​

​

​

​

$

2,316,762

​

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​	​		​	​	Kenneth M. Dodgen Executive Vice President, Chief Financial Officer (CFO) Age: 59	​
​	​	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 35 years of experience in finance and accounting across many different industries including construction, power 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 M. Perisich Executive Vice President, Chief Legal and Administrative Officer and Secretary Age: 60	​
​	​	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.				​

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​	​		​	​	Jeremy Kinch Executive Vice President, Chief Operating Officer Age: 51	​
​	​	Mr. Kinch has served as our Chief Operating Officer since March 2025 and previously served as our Chief Operations Support Officer from January to March 2025 and as our President of Energy from January 2021 to January 2025. Prior to that, he served as our President of Industrial, Fabrication and Maintenance from June 2020 to December 2020 and President of Primoris Canada from June 2018 to May 2020. Mr. Kinch has over 25 years’ experience in the infrastructure construction services industry in the United States and Canada. Prior to joining the Company, Mr. Kinch served in diverse roles of increasing responsibility culminating in serving as president and chief operating officer of Willbros Canada, a subsidiary of Willbros Group, Inc., until the Company’s acquisition of Willbros in 2018. Leading up to his tenure with Willbros Group, Inc., Mr. Kinch served in a variety of technical and leadership roles on mining, hydropower and municipal infrastructure construction projects. He holds a Bachelor of Science degree in Geological Engineering from Queen’s University in Kingston, Ontario, Canada.				​

​	​		​	​	THOMAS E. MCCORMICK Former President and Chief Executive Officer Age : 62	​
​	​	Thomas (Tom) McCormick served as our President and Chief Executive Officer from November 2019 until he separated from the Company on March 20, 2025 and served as one of our directors from August 2019 to March 20, 2025. 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.				​

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Thomas E. McCormick

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Kenneth M. Dodgen

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John M. Perisich

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Former President and Chief Executive Officer (CEO)

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Executive Vice President, Chief Financial Officer (CFO)

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Executive Vice President, Chief Legal and Administrative Officer and Secretary

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At our Annual Meeting of Stockholders in May 2024, 92.3% 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 2024 Annual Meeting on the proposed frequency for seeking advisory votes on executive compensation, we submit a say-on-pay proposal to a shareholder vote every year.

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