Arcosa, Inc DEF 14A, filed Mar 26, 2024

Arcosa, Inc. (ACA)

DEF 14A 2024-03-26 For: 2024-05-08

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Added on June 12, 2026

About this DEF 14A

Arcosa, Inc filed this DEF 14A on March 26, 2024.

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Filed by the Registrant þ		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))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12


Payment of Filing Fee (Check the appropriate box):
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¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



1			Proxy Statement Summary

7			Director Nominees 7 - Director Nominee Highlights 8 - Director Skills Matrix

9			Proposal 1 - Election of Nominated Directors 10 - Director Nominee Biographies 19 - Director Nomination Process

20			Corporate Governance 20 - Independence of Directors 20 - Board Leadership Structure 21 - Board Succession 21 - Board Meetings and Committees 25 - Board's Role in Risk Oversight 26 - Risk Assessment of Compensation Policies and Practices 26 - Communications with Directors 26 - Employee, Officer, and Director Pledging and Hedging Policy







27			Transactions with Related Persons 27 - Review, Approval, and Ratification of Transactions with Related Persons

28			Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

29			Executive Compensation 29 - Compensation Discussion and Analysis 48 - Human Resources Committee Report 49 - Compensation of Executives 49 - Summary Compensation Table 50 - Grants of Plan-Based Awards 51 - Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards


			51 - Outstanding Equity Awards at Year-End 53 - Stock Vested in 2023 53 - Nonqualified Deferred Compensation 54 - Deferred Compensation Discussion 54 - Potential Payments Upon Termination or Change in Control




57			CEO Pay Ratio

58			Pay Versus Performance

62			Director Compensation

64			Proposal 3 - Ratification of the Appointment of Ernst & Young LLP 65 - Report of the Audit Committee 66 - Fees of Independent Registered Public Accounting Firm for Fiscal Years 2023 and 2022

67			Security Ownership of Certain Beneficial Owners and Management

69			Additional Information 69 - Shareholder Proposals for the 2025 Proxy Statement 69 - Director Nominations or Other Business for Presentation at the 2025 Annual Meeting 69 - Annual Report on Form 10-K



70			Questions and Answers About the Meeting

73			Other Business

74			ANNEX A - Reconciliation of Non-GAAP Financial Measures



Vision	Unified in our commitment to build a better world.



Values	We advance a safety-focused and ESG-driven culture.

	We are committed •Innovative •Focused •Results-Oriented	We act with integrity •Principled •Honest •Fair

	We make things happen •Agile •Driven •Passionate	We win together •Collaborative •Dedicated •United



Promise	At Arcosa: •We activate the potential of our people. •We care for our customers. •We optimize operations. •We integrate sustainability into our daily practices as well as our long-term strategy. •We promote a results-driven culture that is aligned with long-term value creation.



$2,308M Total Revenue						$368M* Total Adjusted EBITDA



19.3%* Return on Capital						15.9%* Adjusted EBITDA Margin




Acquisitions			Organic Projects

Deployed approximately $120 million in Florida, Texas, and Arizona.			Invested in a new concrete utility pole plant in Florida and a new wind tower facility in New Mexico.



â 60%						We have seen a 60% year-over-year decline in total lost workdays due to injuries, and a 50% year-over-year decline in hospitalizations.

â 50%


Shareholder Outreach Program with 75% of Top 25 Holders of Arcosa Stock
Shareholder engagement with our Board	CEO, CFO, Investor Relations and Board solicited feedback from shareholders		Active calendar of in-person and virtual events throughout the year
â
Engaged Rivel Research Group
Performed a Perception Study		Provided further insight from shareholders


Independent Board Chairman	9 of 10 current Board members are independent	New York Stock Exchange compliant clawback policy in place
Limits on other public company board service	Regularly-scheduled executive sessions of independent Board members	Extensive shareholder engagement program
Majority voting policy for uncontested director elections	Culture that values ESG responsibility	Annual Board and Committee self-performance evaluations
Shareholders' ability to nominate directors through proxy access	Enterprise Risk Management program with full Board and Committee oversight	Robust director and senior officer stock ownership requirements
100% Independent Audit, Human Resources, and Governance and Sustainability Committees	Policies prohibiting short sales, hedging, margin accounts, and pledging of Arcosa stock	More than 50% of Board members identify as diverse


Director	Age	Tenure on Board*	Independence	Diversity**
Joseph Alvarado	71	6
Rhys J. Best	77	19
Antonio Carrillo	57	10
Jeffrey A. Craig	63	6
Steven J. Demetriou	65	1
John W. Lindsay	63	6
Kimberly S. Lubel	59	3
Julie A. Piggott	63	3
Melanie M. Trent	59	6


Proposal One Election of Nominated Directors

10 Current Members						The Board of Directors currently consists of ten members. Mr. Ronald J. Gafford is retiring when his term expires in 2024 and will not stand for re-election at the Annual Meeting. On the recommendation of the G&S Committee, the Board has nominated the nine incumbent candidates to be re-elected at the Annual Meeting. If elected, each of the directors will serve for a one-year term expiring at the 2025 Annual Meeting of Shareholders, or when their successors are duly elected and qualified or earlier upon death, resignation, retirement, disqualification, or removal.


9 Candidates for re-election						All of the nominees are incumbent directors, and, pursuant to Arcosa's Amended and Restated Bylaws, an incumbent director nominee who is not elected is required to tender his or her resignation for consideration by the G&S Committee and the Board (with the affected director recusing himself or herself from the deliberations). The Board will be free to accept or reject the resignation and will make its decision known publicly within 90 days of certification of the vote results. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. We have no reason to believe that any of the nominees would be unable to serve if elected, but, if any nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board, in which case your shares will be voted for such other nominee. The Board of Directors believes that each of the director nominees possesses the qualifications described in the "Director Nomination Process" section. The "Director Nominees" section contains biographical information about each of the director nominees, including a description of the experience, qualifications, attributes, and skills that led the Board to conclude that the individual should be nominated for election as a director of Arcosa.

1-year Term expiring in 2025


						"FOR" The Board of Directors recommends that you vote FOR each of the Nominees for Director.



Director	Audit Committee	Governance and Sustainability Committee	Human Resources Committee

Joseph Alvarado			p
Rhys J. Best
Antonio Carrillo
Jeffrey A. Craig	p
Steven J. Demetriou		l
Ronald J. Gafford		l	l
John W. Lindsay	l		l
Kimberly S. Lubel		l	l
Julie A. Piggott	l	l
Melanie M. Trent		p
2023 Meetings	6	3	5


Name			Principal Position
Antonio Carrillo			President and CEO
Gail M. Peck			CFO
Kerry S. Cole			Group President
Jesse E. Collins, Jr.			Group President
Reid S. Essl			Group President
Bryan P. Stevenson			CLO



CORPORATE PLAN (Antonio Carrillo, Gail Peck, and Bryan Stevenson) Enterprise						GROUP PRESIDENT PLAN A (Reid Essl) Natural Aggregates Recycled Aggregates Specialty Materials



GROUP PRESIDENT PLAN B (Kerry Cole) Utility and Related Structures Marine Products						GROUP PRESIDENT PLAN C (Jesse Collins) Steel Components Wind Towers Shoring Products


			iii



Grow in attractive markets where we can achieve sustainable competitive advantages	Reduce the complexity and cyclicality of the overall business	Improve long-term returns of invested capital	Integrate Environmental, Social, and Governance initiatives (ESG) into our long-term strategy


What We Do:

	Pay for Performance. We believe in a "pay for performance" philosophy in which a majority of our NEOs’ compensation, as well as a significant portion for other employees throughout the organization, is linked to achievement of specific annual and long-term strategic and financial goals and the realization of increased shareholder value. Approximately 84% of our CEO’s compensation and, on average, 67% of all other NEOs' compensation is "at risk" compensation, comprised of incentive and equity-based compensation.


	Maintain Stock Ownership Guidelines. To further align the interests of our executives and directors with those of our shareholders and to assure that our executives and directors own meaningful levels of Common Stock throughout their tenures with Arcosa, the HR Committee has adopted stock ownership guidelines for our non-employee directors, NEOs, and other senior officers as designated by the HR Committee. The directors, NEOs, and certain other senior officers have five years from the date of adoption of the policy, or from the date such director, NEO, or senior officer becomes subject to the policy, to meet their required stock ownership levels. Each of our directors, NEOs, and participating senior officers has either met or is on track to achieve these ownership guidelines within the five-year compliance period. The required level of stock ownership is determined by the number of shares of Common Stock equal in value to the following multiples:

	Title	Ownership Level
	Chief Executive Officer	5 times base salary
	Chief Financial Officer	3 times base salary
	Other Senior Officers	2 times base salary
	Board of Directors	5 times annual board cash retainer



			Require Double Trigger for Receipt of Severance Payments. Our NEOs participate in the 2022 Arcosa, Inc. Change in Control Severance Plan (the "2022 CIC Plan"), which contains a "double trigger" provision that requires both a change in control of Arcosa and a qualifying termination of the participating executive in order for such executive to receive severance payments and accelerated vesting of equity awards, except for those certain awards granted prior to December 6, 2018 by our Former Parent. We believe that the 2022 CIC Plan provides a mechanism for retaining our NEOs' services and eliminating the distractions inherent in change in control events. See "Other Compensation Plans" and "Potential Payments Upon Termination or Change in Control."


			Maintain a Clawback Policy. The Board has adopted a clawback policy compliant with New York Stock Exchange listing requirements that requires the HR Committee to recover excess compensation received by our Section 16 Officers pursuant to short-term or long-term incentive compensation plans if, subsequent to any compensation being received, there has been an accounting restatement with respect to Arcosa's financial statements.


			Retain an Independent Compensation Consultant. The HR Committee directly retains an independent compensation consultant each year to provide guidance on executive compensation-related matters, to perform an annual total compensation study including compensation benchmarking information from peer group companies, and to advise on matters relating to executive and director compensation.


			Prohibit Hedging and Pledging Our Shares. Our insider trading policy prohibits executive officers, employees, and directors from pledging our securities or engaging in hedging or short-term trading of our securities, including, without limitation, short sales or transactions in puts, calls, or other derivative transactions. See "Corporate Governance—Employee, Officer, and Director Pledging and Hedging Policy."


What We Don't Do:
X			Dividends on Unvested Restricted Stock Units. During the vesting period, recipients do not receive dividend payments on time-based or performance-based restricted stock units issued by Arcosa. Unvested PBRSUs also do not accrue dividend equivalents. Unvested awards of TBRSUs accrue dividend equivalents, which will be paid in cash only if and when such awards vest.
X			Excise Tax Gross-Ups for Participants in the 2022 CIC Plan. The 2022 CIC Plan provides that no excise or other tax gross-ups will be paid under the plan, and that severance benefits will be available only upon voluntary termination of employment for "good reason" by a participating officer or for termination without "cause" by Arcosa within six months prior to and in connection with a "change in control" or within two years following a "change in control." See "Other Compensation Plans" and "Potential Payments Upon Termination or Change in Control."
X			Employment Contracts. None of the NEOs or senior officers have employment contracts.


Industry						Companies that operate in a similar industry
6
Growth Profile						Similar revenue size (target 0.5 to 4.0 times the size of Arcosa)
6
Executive Positions						Similar positions in breadth, complexity, and scope of responsibility
6
Talent						Competition for executive talent



Named Executive Officer	Annual Base Salary Rate ($)	Annual Incentive Plan Target Award ($)	Long-Term Incentive Plan Target Award ($)	Total ($)

Antonio Carrillo	980,500	1,078,550	4,020,050	6,079,100
Gail M. Peck	525,000	367,500	840,000	1,732,500
Kerry S. Cole	482,500	337,750	627,500	1,447,750
Jesse E. Collins, Jr.	425,000	297,500	552,500	1,275,000
Reid S. Essl	515,000	360,500	721,000	1,596,500
Bryan P. Stevenson	465,000	325,500	511,500	1,302,000



Named Executive Officer	2022 Annual Base Salary Rate ($)	% Change		2023 Annual Base Salary Rate ($)

Antonio Carrillo	925,000	6	%	980,500
Gail M. Peck	485,000	8	%	525,000
Kerry S. Cole	463,500	4	%	482,500
Jesse E. Collins, Jr.	407,000	4	%	425,000
Reid S. Essl	491,500	5	%	515,000
Bryan P. Stevenson	440,000	6	%	465,000



	2022		2023


Named Executive Officer	Target Annual Incentive Opportunity ($)	% of Annual Base Salary Rate		Target Annual Incentive Opportunity ($)	% of Annual Base Salary Rate

Antonio Carrillo	1,017,500	110%		1,078,550	110%
Gail M. Peck	339,500	70%		367,500	70%
Kerry S. Cole	324,450	70%		337,750	70%
Jesse E. Collins, Jr.	284,900	70%		297,500	70%
Reid S. Essl	344,050	70%		360,500	70%
Bryan P. Stevenson	264,000	60%		325,500	70%



Corporate AIP	Metric Weight	Threshold (20%)	Target (100%)	Maximum (200%)	2023 Actual	2023 Payout %	Weighted Payout

Enterprise Adjusted EBITDA ($M)	60%	$260.5	$320.6	$365.7	$342.3	148%	89%
Adjusted Corporate SE&A	20%	2.70%	2.50%	2.35%	2.62%	52%	10%
Execution of Strategic Initiatives(1)	20%	20%	100%	200%	100%	100%	20%
Total							119%



Group President Plan A (Reid Essl)	Metric Weight	Threshold (20%)	Target (100%)	Maximum (200%)	2023 Actual	2023 Payout %	Weighted Payout

Group Adjusted EBITDA ($M)	60%	$171.3	$209.1	$237.5	$218.8	134%	80%
Group Adjusted EBITDA Margin(1)	20%	19.5%	21.5%	23.5%	22.4%	145%	29%
Execution of Strategic Initiatives(2)	20%	20%	100%	200%	100%	100%	20%
Total							129%



Group President Plan B (Kerry Cole)	Metric Weight	Threshold (20%)	Target (100%)	Maximum (200%)	2023 Actual	2023 Payout %	Weighted Payout

Group Adjusted EBITDA ($M)	60%	$100.9	$126.1	$145.0	$123.2	91%	55%
Group Adjusted EBITDA Margin	20%	12.0%	13.0%	15.5%	12.7%	76%	15%
Execution of Strategic Initiatives(1)	20%	20%	100%	200%	100%	100%	20%
Total							90%



Group President Plan C (Jesse Collins)	Metric Weight	Threshold (20%)	Target (100%)	Maximum (200%)	2023 Actual	2023 Payout %	Weighted Payout

Group Adjusted EBITDA ($M)	60%	$26.0	$37.7	$61.4	$55.9	177%	106%
Group Adjusted EBITDA Margin(1)	20%	14.0%	15.5%	18.5%	17.2%	157%	31%
Execution of Strategic Initiatives(2)	20%	20%	100%	200%	100%	100%	20%
Total							157%



Named Executive Officer	2023 Annual Incentive Compensation Total Payout


	%	($)

Antonio Carrillo	119%	1,283,475
Gail M. Peck	119%	437,325
Kerry S. Cole	90%	303,975
Jesse E. Collins, Jr.	157%	467,075
Reid S. Essl	129%	465,045
Bryan P. Stevenson	119%	387,345


			Weighting of Total Performance-Based Equity Award
Average Pre-Tax Return on Capital			40%
Cumulative Adjusted Earnings per Share			40%
Relative Total Shareholder Return			20%



Named Executive Officer	Target Value of Time-Based Restricted Stock Units ($)	Target Value of Performance-Based Restricted Stock Units ($)	Total Target Value of LTI Award ($)

Antonio Carrillo	1,608,020	2,412,030	4,020,050
Gail M. Peck	336,000	504,000	840,000
Kerry S. Cole	251,000	376,500	627,500
Jesse E. Collins, Jr.	221,000	331,500	552,500
Reid S. Essl	288,400	432,600	721,000
Bryan P. Stevenson	204,600	306,900	511,500



	Arcosa 2021-2023 Performance-Based Restricted Stock Units


Named Executive Officer	Target Units		Payout Percentage		Final Unit Payout

Antonio Carrillo	34,435	×	168%	=	57,851
Gail M. Peck	3,631	×	168%	=	6,101
Kerry S. Cole	5,608	×	168%	=	9,422
Jesse E. Collins, Jr.	4,372	×	168%	=	7,345
Reid S. Essl	5,058	×	168%	=	8,498
Bryan P. Stevenson	3,860	×	168%	=	6,485



Name and Principal Position	Year	Salary ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)

Antonio Carrillo President and Chief Executive Officer	2023	980,500	4,189,222	1,283,475	153	20,770	6,474,120
	2022	925,000	3,943,232	1,434,675	622	19,267	6,322,796
	2021	925,000	3,679,401	1,008,250	1,340	18,363	5,632,354
Gail M. Peck Chief Financial Officer	2023	525,000	2,375,430	437,325	—	19,800	3,357,555
	2022	485,000	826,012	478,695	—	18,300	1,808,007

	2021	386,817	372,924	258,262	—	17,400	1,035,403
Kerry S. Cole Group President	2023	482,500	653,894	303,975	—	19,800	1,460,169
	2022	463,500	642,317	486,675	—	18,300	1,610,792
	2021	463,500	599,236	284,280	—	17,400	1,364,416
Jesse E. Collins, Jr. Group President	2023	425,000	575,815	467,075	—	19,800	1,487,690
	2022	407,000	564,960	471,225	—	18,300	1,461,485
	2021	391,400	467,170	272,950	—	17,400	1,148,920
Reid S. Essl Group President	2023	515,000	2,251,449	465,045	—	19,800	3,251,294
	2022	491,500	682,108	329,600	—	18,300	1,521,508
	2021	444,250	540,447	324,632	—	17,400	1,326,729
Bryan P. Stevenson Chief Legal Officer	2023	465,000	533,057	387,345	—	19,800	1,405,202
	2022	440,000	469,017	372,240	—	18,300	1,299,557
	2021	414,750	412,484	257,513	—	28,813	1,113,560



		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)			Estimated Future Payouts Under Equity Incentive Plan Awards(3)			All Other Stock Awards Number of Shares of Stock or Awards (#)(4)	Grant Date Fair Value of Stock Awards ($)(5)
Name	Grant Date(1)	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Antonio Carrillo
AIP		—	1,078,550	2,157,100
Performance-Based RSUs	3/2/2023				—	39,208	78,416		2,581,151
Time-Based RSUs	3/2/2023							26,139	1,608,071
Gail M. Peck
AIP		—	367,500	735,000
Performance-Based RSUs	3/2/2023				—	8,193	16,386		539,371
Time-Based RSUs	3/2/2023							5,462	336,022
Time-Based RSUs	5/9/2023							21,985	1,500,037
Kerry S. Cole
AIP		—	337,750	675,500
Performance-Based RSUs	3/2/2023				—	6,120	12,240		402,892
Time-Based RSUs	3/2/2023							4,080	251,002
Jesse E. Collins, Jr.
AIP		—	297,500	595,000
Performance-Based RSUs	3/2/2023				—	5,389	10,778		354,774
Time-Based RSUs	3/2/2023							3,593	221,041
Reid S. Essl
AIP		—	360,500	721,000
Performance-Based RSUs	3/2/2023				—	7,033	14,066		463,006
Time-Based RSUs	3/2/2023							4,688	288,406
Time-Based RSUs	5/9/2023							21,985	1,500,037
Bryan P. Stevenson
AIP		—	325,500	651,000
Performance-Based RSUs	3/2/2023				—	4,989	9,978		328,441
Time-Based RSUs	3/2/2023							3,326	204,616


Name	Stock Awards

	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Antonio Carrillo	74,726	(1)	5,210,512	(1)	40,468	(3)	3,344,276	(3)
	57,851	(2)	4,780,807	(2)	39,208	(4)	3,240,149	(4)
Gail M. Peck	51,573	(1)	3,439,963	(1)	8,477	(3)	700,539	(3)
	6,101	(2)	504,187	(2)	8,193	(4)	677,070	(4)
Kerry S. Cole	28,253	(1)	1,494,078	(1)	6,592	(3)	544,763	(3)
	9,422	(2)	778,634	(2)	6,120	(4)	505,757	(4)
Jesse E. Collins, Jr.	7,140	(1)	590,050	(1)	5,798	(3)	479,147	(3)
	7,345	(2)	606,991	(2)	5,389	(4)	445,347	(4)
Reid S. Essl	48,681	(1)	3,275,739	(1)	7,000	(3)	578,480	(3)
	8,498	(2)	702,275	(2)	7,033	(4)	581,207	(4)
Bryan P. Stevenson	6,323	(1)	522,533	(1)	4,813	(3)	397,746	(3)
	6,485	(2)	535,920	(2)	4,989	(4)	412,291	(4)


Vesting Date	Antonio Carrillo		Gail M. Peck		Kerry S. Cole		Jesse E. Collins, Jr.		Reid S. Essl		Bryan P. Stevenson
	ACA (#)	TRN (#)	ACA (#)	TRN (#)	ACA (#)	TRN (#)	ACA (#)	TRN (#)	ACA (#)	TRN (#)	ACA (#)	TRN (#)

3/15/2024	8,713	—	1,821	—	1,360	—	1,198	—	1,563	—	1,109	—
3/28/2024	—	—	—	—	666	2,000	—	—	—	—	—	—
5/15/2024	16,645	—	3,186	2,667	3,711	3,000	2,259	—	4,013	4,000	1,928	—
6/7/2024	—	—	393	—	—	—	—	—	—	—	—	—
3/15/2025	8,713	—	1,821	—	1,360	—	1,198	—	1,563	—	1,109	—
5/15/2025	8,992	—	7,380	—	1,464	—	1,288	—	7,163	333	1,069	—
3/15/2026	8,713	—	1,820	—	1,360	—	1,197	—	1,562	—	1,108	—
5/15/2026	—	—	6,608	3,333	666	2,000	—	—	5,608	333	—	—
5/15/2027	—	—	11,657	2,000	—	—	—	—	11,213	666	—	—
5/15/2028	—	—	1,333	4,000	666	2,000	—	—	666	2,000	—	—
5/15/2029	—	—	888	2,666	—	—	—	—	666	2,000	—	—
4/3/2033	—	—	—	—	—	—	—	—	666	2,000	—	—
4/3/2046	—	—	—	—	—	—	—	—	666	2,000	—	—
Qualifying termination(a)	5,736	17,214	—	—	—	—	—	—	—	—	—	—
Retirement(b)	—	—	—	—	2,000	6,000	—	—	—	—	—	—