Arcosa, Inc DEF 14A, filed Apr 1, 2025

Arcosa, Inc. (ACA)

DEF 14A 2025-04-01 For: 2025-05-14

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Added on June 12, 2026

About this DEF 14A

Arcosa, Inc filed this DEF 14A on April 1, 2025.

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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):
þ			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




MEETING DATE Wednesday, May 14, 2025



MEETING TIME 8:30 a.m., CDT



MEETING PLACE Live webcast at www. virtualshareholdermeeting.com/ACA2025



VOTING Shareholders as of the record date are entitled to vote.



YOUR VOTE IS IMPORTANT We urge you to cast your vote promptly, even if you plan to participate in the virtual Annual Meeting of Shareholders. You may vote in advance via the internet, by telephone or, if you have received or requested a printed version of these proxy materials, by mail.



1			Proxy Statement Summary

8			Director Nominees 8 - Director Nominee Highlights 9 - Director Skills Matrix

10			Proposal 1 - Election of Nominated Directors 11 - Director Nominee Biographies 20 - Director Nomination Process

21			Corporate Governance 21 - Independence of Directors 22 - Board Leadership Structure 22 - Board Succession 23 - Board Meetings and Committees 27 - Processes and Procedures Related to Compensation 27 - Compensation Committee Interlocks and Insider Participation 28 - Board's Role in Risk Oversight 28 - Risk Assessment of Compensation Policies and Practices 29 - Communications with Directors 29 - Employee, Officer, and Director Pledging and Hedging Policy 29 - Insider Trading Policy

30			Transactions with Related Persons 30 - Review, Approval, and Ratification of Transactions with Related Persons

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

32			Executive Compensation 32 - Compensation Discussion and Analysis 50 - Human Resources Committee Report 51 - Compensation of Executives 51 - Summary Compensation Table 52 - Grants of Plan-Based Awards 53 - Option Grant Practices 53 - Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards


			53 - Outstanding Equity Awards at Year-End 55 - Stock Vested in 2024 56 - Nonqualified Deferred Compensation 56 - Deferred Compensation Discussion 56 - Potential Payments Upon Termination or Change in Control

59			CEO Pay Ratio

60			Pay Versus Performance

64			Director Compensation

66			Proposal 3 - Advisory Vote to Approve the Frequency of the Advisory Vote on Named Executive Officer Compensation

67			Proposal 4 - Ratification of the Appointment of Ernst & Young LLP 68 - Report of the Audit Committee 69 - Fees of Independent Registered Public Accounting Firm for Fiscal Years 2024 and 2023

70			Security Ownership of Certain Beneficial Owners and Management

72			Additional Information 72 - Shareholder Proposals for the 2026 Proxy Statement 72 - Director Nominations or Other Business for Presentation at the 2026 Annual Meeting 72 - Annual Report on Form 10-K

73			Questions and Answers About the Meeting

77			Other Business

A-1			ANNEX A - Reconciliation of Non-GAAP Financial Measures


						Arcosa, Inc. Chairman Letter

						Dear Fellow Shareholders: We are pleased to invite you to our Annual Meeting of Shareholders on Wednesday, May 14, 2025 at 8:30 a.m., Central Daylight Time. The Annual Meeting of Shareholders will be held virtually through a live, audio-only webcast. Shareholders will be able to participate, listen, vote, and submit questions from any remote location with internet connectivity. A notice of the meeting and a proxy statement containing information about the matters to be acted upon are attached to this letter. Your vote is important to us. Whether or not you plan to attend virtually, we encourage you to vote in advance of the Annual Meeting of Shareholders by telephone, by internet, or by signing, dating, and returning your proxy card (or voting instruction form, if you hold shares through a broker or other nominee) by mail. You may also vote virtually during the Annual Meeting of Shareholders by following the instructions included in Arcosa, Inc.’s 2025 Proxy Statement. Thank you for being a shareholder and for your continued support and interest in Arcosa, Inc. Best regards, /s/ Rhys J. Best Rhys J. Best Chairman of the Board
Rhys J. Best


			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 14, 2025: This Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2024 (the "2024 Annual Report") are available at www.proxyvote.com. Proxy materials or a Notice of Internet Availability of Proxy Materials (the "Notice") are being first released or mailed to shareholders on or about April 1, 2025.


Proposal	Description	Board Recommendation	Page
1	Election of nine (9) Directors to serve on the Board	FOR	10
2	Advisory vote to approve named executive officer compensation	FOR	31



3	Advisory vote to approve the frequency of the advisory vote on named executive officer compensation	FOR "1 Year"	66
4	Ratification of Ernst & Young as Arcosa’s independent registered public accounting firm for the year ending December 31, 2025	FOR	67



$2,570M Total Revenue						$447M* Total Adjusted EBITDA



20.1%* Return on Capital						17.4%* Adjusted EBITDA Margin



			Acquisitions

			Engineered Structures
			Construction Products

			Divestitures

			STEEL COMPONENTS


Shareholder Outreach Program with 75% of Top 25 Holders of Arcosa Stock
Shareholder feedback provided to 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
Conducted a Sustainability Materiality Assessment refresh		Re-prioritized sustainability focus based on insight from shareholders and other stakeholders


Director	Age	Tenure on Board*	Independence	Committees
Joseph Alvarado	72	7		Human Resources - Chair
Rhys J. Best	78	20
Antonio Carrillo	58	11
Jeffrey A. Craig	64	7		Audit - Chair
Steven J. Demetriou	66	2		Governance & Sustainability
John W. Lindsay	64	7		Audit Human Resources
Kimberly S. Lubel	60	4		Governance & Sustainability Human Resources
Julie A. Piggott	64	4		Audit Governance & Sustainability
Melanie M. Trent	60	7		Governance & Sustainability - Chair


Proposal One Election of Nominated Directors

9 Current Members						The Board currently consists of nine members. 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 2026 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 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 2026


						"FOR" The Board 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
2024 Committee Meetings	6	3	5


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


iii



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

* On August 16, 2024, Arcosa divested the Steel Components business.


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."


			Prohibit Insider Trading. Our Insider Trading Policy prohibits officers, directors, employees and certain other related persons identified in the Insider Trading Policy from engaging in transactions in Arcosa securities, passing on material nonpublic information relating to Arcosa to others, suggesting the purchase or sale of Arcosa securities or assisting anyone engaged in such activities. See “Corporate Governance— Insider Trading 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 time-based restricted stock units ("TBRSUs") accrue dividend equivalents, which are 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	1,000,000	1,100,000	4,300,000	6,400,000
Gail M. Peck	546,000	382,200	873,600	1,801,800
Kerry S. Cole	501,800	351,260	652,340	1,505,400
Jesse E. Collins, Jr.	450,500	315,350	585,650	1,351,500
Reid S. Essl	535,600	374,920	749,840	1,660,360
Bryan P. Stevenson	483,600	338,520	580,320	1,402,440



Named Executive Officer	2023 Annual Base Salary Rate ($)	% Change		2024 Annual Base Salary Rate ($)

Antonio Carrillo	980,500	2	%	1,000,000
Gail M. Peck	525,000	4	%	546,000
Kerry S. Cole	482,500	4	%	501,800
Jesse E. Collins, Jr.	425,000	6	%	450,500
Reid S. Essl	515,000	4	%	535,600
Bryan P. Stevenson	465,000	4	%	483,600



	2023		2024


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

Antonio Carrillo	1,078,550	110%		1,100,000	110%
Gail M. Peck	367,500	70%		382,200	70%
Kerry S. Cole	337,750	70%		351,260	70%
Jesse E. Collins, Jr.	297,500	70%		315,350	70%
Reid S. Essl	360,500	70%		374,920	70%
Bryan P. Stevenson	325,500	70%		338,520	70%



Corporate AIP	Metric Weight	Threshold (20%)	Target (100%)	Maximum (200%)	2024 Actual	2024 Payout %	Weighted Payout

Enterprise Adjusted EBITDA ($M)	50%	$339.0	$398.8	$438.7	$422.6	160%	80%
Enterprise Adjusted EBITDA Margin	30%	14.4%	15.6%	17.6%	17.0%	168%	50%
Execution of Strategic Initiatives(1)	20%	20%	100%	200%	150%	150%	30%
Total							160%



Group President Plan A (Reid Essl)	Metric Weight	Threshold (20%)	Target (100%)	Maximum (200%)	2024 Actual	2024 Payout %	Weighted Payout

Group Adjusted EBITDA ($M)	50%	$180.0	$211.8	$233.0	$224.0	158%	79%
Group Adjusted EBITDA Margin	30%	21.0%	22.5%	25.5%	24.9%	180%	54%
Execution of Strategic Initiatives(1)	20%	20%	100%	200%	150%	150%	30%
Total							163%



Group President Plan B (Kerry Cole)	Metric Weight	Threshold (20%)	Target (100%)	Maximum (200%)	2024 Actual	2024 Payout %	Weighted Payout

Group Adjusted EBITDA ($M)	50%	$132.3	$155.7	$171.3	$157.6	112%	56%
Group Adjusted EBITDA Margin	30%	12.8%	13.8%	15.5%	14.4%	133%	40%
Execution of Strategic Initiatives(1)	20%	20%	100%	200%	150%	150%	30%
Total							126%



Group President Plan C (Jesse Collins)	Metric Weight	Threshold (20%)	Target (100%)	Maximum (200%)	2024 Actual	2024 Payout %	Weighted Payout

Group Adjusted EBITDA ($M)	50%	$75.8	$89.2	$98.1	$98.9	200%	100%
Group Adjusted EBITDA Margin	30%	16.3%	17.3%	20.3%	20.0%	190%	57%
Execution of Strategic Initiatives(1)	20%	20%	100%	200%	150%	150%	30%
Total							187%



Named Executive Officer	2024 Annual Incentive Compensation Total Payout


	%	($)

Antonio Carrillo	160%	1,760,000
Gail M. Peck	160%	611,520
Kerry S. Cole	126%	442,588
Jesse E. Collins, Jr.	187%	589,705
Reid S. Essl	163%	611,120
Bryan P. Stevenson	160%	541,632


			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	1,720,000	2,580,000	4,300,000
Gail M. Peck	349,440	524,160	873,600
Kerry S. Cole	260,936	391,404	652,340
Jesse E. Collins, Jr.	234,260	351,390	585,650
Reid S. Essl	299,936	449,904	749,840
Bryan P. Stevenson	232,128	348,192	580,320



	Arcosa 2021-2023 Performance-Based Restricted Stock Units


Named Executive Officer	Target Units		Payout Percentage		Final Unit Payout

Antonio Carrillo	40,468	×	194.4%	=	78,670
Gail M. Peck	8,477	×	194.4%	=	16,480
Kerry S. Cole	6,592	×	194.4%	=	12,815
Jesse E. Collins, Jr.	5,798	×	194.4%	=	11,272
Reid S. Essl	7,000	×	194.4%	=	13,608
Bryan P. Stevenson	4,813	×	194.4%	=	9,357



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	2024	1,000,000	4,514,806	1,760,000	—	21,673	7,296,479
	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
Gail M. Peck Chief Financial Officer	2024	546,000	917,450	611,520	—	20,700	2,095,670
	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
Kerry S. Cole Group President	2024	501,800	685,096	442,588	—	20,700	1,650,184
	2023	482,500	653,894	303,975	—	19,800	1,460,169
	2022	463,500	642,317	486,675	—	18,300	1,610,792
Jesse E. Collins, Jr. Group President	2024	450,500	614,975	589,705	—	20,668	1,675,848
	2023	425,000	575,815	467,075	—	19,800	1,487,690
	2022	407,000	564,960	471,225	—	18,300	1,461,485
Reid S. Essl Group President	2024	535,600	787,395	611,120	—	20,700	1,954,815
	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
Bryan P. Stevenson Chief Legal Officer	2024	483,600	609,412	541,632	—	19,838	1,654,482
	2023	465,000	533,057	387,345	—	19,800	1,405,202
	2022	440,000	469,017	372,240	—	18,300	1,299,557



		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		—	1,100,000	2,200,000
Performance-Based RSUs	3/7/2024				—	30,103	60,206		2,794,778
Time-Based RSUs	3/7/2024							20,068	1,720,028
Gail M. Peck
AIP		—	382,200	764,400
Performance-Based RSUs	3/7/2024				—	6,117	12,234		567,925
Time-Based RSUs	3/7/2024							4,078	349,525
Kerry S. Cole
AIP		—	351,260	702,520
Performance-Based RSUs	3/7/2024				—	4,568	9,136		424,109
Time-Based RSUs	3/7/2024							3,045	260,987
Jesse E. Collins, Jr.
AIP		—	315,350	630,700
Performance-Based RSUs	3/7/2024				—	4,100	8,200		380,644
Time-Based RSUs	3/7/2024							2,734	234,331
Reid S. Essl
AIP		—	374,920	749,840
Performance-Based RSUs	3/7/2024				—	5,250	10,500		487,410
Time-Based RSUs	3/7/2024							3,500	299,985
Bryan P. Stevenson
AIP		—	338,520	677,040
Performance-Based RSUs	3/7/2024				—	4,063	8,126		377,224
Time-Based RSUs	3/7/2024							2,709	232,188


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	69,436	(1)	5,656,168	(1)	39,208	(3)	3,792,982	(3)
	78,670	(2)	7,610,536	(2)	30,103	(4)	2,912,164	(4)
Gail M. Peck	47,584	(1)	3,863,658	(1)	8,193	(3)	792,591	(3)
	16,480	(2)	1,594,275	(2)	6,117	(4)	591,759	(4)
Kerry S. Cole	20,561	(1)	1,372,671	(1)	6,120	(3)	592,049	(3)
	12,815	(2)	1,239,723	(2)	4,568	(4)	441,908	(4)
Jesse E. Collins, Jr.	6,417	(1)	620,781	(1)	5,389	(3)	521,332	(3)
	11,272	(2)	1,090,453	(2)	4,100	(4)	396,634	(4)
Reid S. Essl	42,605	(1)	3,546,383	(1)	7,033	(3)	680,372	(3)
	13,608	(2)	1,316,438	(2)	5,250	(4)	507,885	(4)
Bryan P. Stevenson	5,995	(1)	579,956	(1)	4,989	(3)	482,636	(3)
	9,357	(2)	905,196	(2)	4,063	(4)	393,055	(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 (#)

3/15/2025	15,403	—	3,181	—	2,375	—	2,110	—	2,730	—	2,012	—
5/15/2025	8,992	—	7,380	—	1,464	—	1,288	—	7,163	333	1,069	—
3/15/2026	15,402	—	3,179	—	2,375	—	2,108	—	2,729	—	2,011	—
5/15/2026	—	—	6,608	3,333	666	2,000	—	—	5,608	333	—	—
3/15/2027	6,689	—	1,359	—	1,015	—	911	—	1,166	—	903	—
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	—	—	—	—	—	—