Arcosa, Inc DEF 14A, filed Mar 28, 2023

Arcosa, Inc. (ACA)

DEF 14A 2023-03-28

View Original

Added on June 12, 2026

About this DEF 14A

Arcosa, Inc filed this DEF 14A on March 28, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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



1			Proxy Statement Summary

7			Director Nominees 7 - Director Nominee Highlights 8 - Director Skills Matrix 9 - Director Nominee Biographies 15 - Director Nomination Process

16			Proposal 1 - Election of Nominated Directors

17			Corporate Governance 17 - Independence of Directors 17 - Board Leadership Structure 18 - Board Succession 18 - Board Meetings and Committees 21 - Board's Role in Risk Oversight 21 - Risk Assessment of Compensation Policies and Practices 21 - Communications with Directors 21 - Employee, Officer, and Director Pledging and Hedging Policy







22			Transactions with Related Persons 22 - Review, Approval, and Ratification of Transactions with Related Persons

23			Executive Compensation 23 - Compensation Discussion and Analysis 41 - Human Resources Committee Report 42 - Compensation of Executives 42 - Summary Compensation Table 43 - Grants of Plan-Based Awards 44 - Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards 44 - Outstanding Equity Awards at Year-End


			46 - Stock Vested in 2022 46 - Nonqualified Deferred Compensation 47 - Deferred Compensation Discussion 47 - Potential Payments Upon Termination or Change in Control




50			CEO Pay Ratio

51			Pay Versus Performance

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

57			Director Compensation

59			Proposal 3 - Ratification of the Appointment of Ernst & Young LLP 60 - Report of the Audit Committee 61 - Fees of Independent Registered Public Accounting Firm for Fiscal Years 2022 and 2021

62			Security Ownership of Certain Beneficial Owners and Management

64			Additional Information 64 - Shareholder Proposals for the 2024 Proxy Statement 64 - Director Nominations or Other Business for Presentation at the 2024 Annual Meeting 64 - Annual Report on Form 10-K



65			Questions and Answers About the Meeting

68			Other Business

69			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, and we promote a results-driven culture that is aligned with long-term value creation.



$2,243M Total Revenue						$325M* Total Adjusted EBITDA



19.6%* Return on Capital						14.5%* Adjusted EBITDA Margin



Major ESG Milestones						•Published our second annual Sustainability Report with enhanced disclosures, including the introduction of a 5-year greenhouse gases emissions goal of a 10% reduction in Scope 1 and 2 emissions intensity by the end of 2026. •Participated in the Green Marine program, the largest voluntary environmental certification program for North America's maritime industry. •Earned a silver medal for year-over-year improvement from our third party ESG assessor, EcoVadis. •Focused on high impact emissions reductions projects, including a fuel-saving overland conveyor installation, generator to line power conversions, and lighting and fixture upgrades. •Invested in the communities where we operate through community cleanups, disaster response donations, school supply drives, food pantry donations, little league sponsorships, and meal packaging to alleviate food insecurity. •Improved gender and ethnic diversity metrics with a 2% increase of salaried female employees year over year.


Our 2022 engagement included outreach with 75% of our top 25 holders of Arcosa stock


Independent Board Chairman	9 of 10 Board members are independent	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	Board refreshment with focus on diversity - 50% of Board members identify as diverse


Director	Age	Tenure on Board**	Independence	Diversity***
Joseph Alvarado	70	5
Rhys J. Best	76	18
Antonio Carrillo	56	9
Jeffrey A. Craig	62	5
Steven J. Demetriou*	64	1
Ronald J. Gafford	73	24
John W. Lindsay	62	5
Kimberly S. Lubel	58	2
Julie A. Piggott	62	2
Melanie M. Trent	58	5


						Joseph Alvarado Background Mr. Alvarado is the retired Chairman and CEO of Commercial Metals Company ("CMC"), a global manufacturer, recycler and marketer of steel and other metals. Mr. Alvarado joined CMC in April 2010, and, prior to serving as Chairman from 2013 to 2018 and CEO from 2011 to 2017, he held the position of Executive Vice President and Chief Operating Officer. Prior to his tenure at CMC, Mr. Alvarado served as President, U.S. Steel Tubular Products for U.S. Steel Corp. after the completed acquisition of Lone Star Technologies, Inc. where he served as President and Chief Operating Officer from 2004 to 2007. Prior to this, Mr. Alvarado served as a Vice President for Ispat North America Inc. (now Arcelor Mittal) in 1998 and as an Executive Vice President at Birmingham Steel Company in 1997. Mr. Alvarado began his career at Inland Steel Company in 1976, and in 1988 he was appointed Vice President and General Manager, Sales and Marketing for Inland Bar Company and was made President in 1995. Mr. Alvarado currently serves as a director of Trinseo, Kennametal, Inc., and PNC Financial Services Group, Inc., and he was a director of Spectra Energy from 2011 until February 2017 when Spectra Energy merged with Enbridge, Inc. He has also served on the board of directors of various industry trade associations and community organizations. Skills and Qualifications Mr. Alvarado's significant management experience provides the Board with additional perspective on Arcosa's operations, including its construction products and steel fabrication businesses.
Age: 70
Independent Director Since: 2018
Committees: Human Resources (Chair)


						Rhys J. Best Background Mr. Best served on the board of directors of MRC Global, Inc., a global industrial distributor of infrastructure products and services for the energy industry, from 2007 to May 2022, and as Non-Executive Chairman from April 2016 to May 2022. From 1999 to 2004, Mr. Best served as Chairman, President, and Chief Executive Officer of Lone Star Technologies, Inc., a company engaged in producing and marketing casing, tubing, line pipe and couplings for the oil and natural gas, industrial, automotive, and power generation industries. He was also Chairman and Chief Executive Officer of Lone Star Technologies, Inc. from 2004 until its acquisition by U.S. Steel Corp. in 2007. Mr. Best formerly served on the board of directors of Cabot Oil & Gas Corporation, an independent natural gas producer, from 2008 to 2021, and also served on the board of directors of Commercial Metals Corporation from 2010 to January 2022. From 2004 to 2014, he served on the board of directors of Crosstex Energy, L.P. and also served as Non-Executive Chairman of Crosstex from 2009 to 2014. From 2005 until November 2018, he was a member of the board of directors of Trinity Industries, Inc., and from 2007 until December 2018, he served on the board of directors of Austin Industries, Inc. Mr. Best currently serves on the board of directors of Texas Pacific Land Corporation. In 2014, Mr. Best was selected as 2014 Director of the Year by the National Association of Corporate Directors. Skills and Qualifications Mr. Best has extensive experience in managing and leading significant industrial enterprises. His executive experience and service on the boards of other significant companies provides the Board with additional perspective on Arcosa’s operations, including its construction products and engineered structures businesses, as well as its international operations and any future international opportunities.
Age: 76
Non-Executive Chairman and Independent Director Since: 2018
Committees: None


						Antonio Carrillo Background Mr. Carrillo serves as Arcosa’s President and Chief Executive Officer, as well as a member of its Board of Directors. From April 2018 until November 2018, Mr. Carrillo served as the Senior Vice President and Group President of Construction, Energy, Marine, and Components of Trinity Industries, Inc. From 2012 to February 2018, Mr. Carrillo served as the Chief Executive Officer of Orbia Advance Corporation (formerly known as Mexichem S.A.B. de C.V.) ("Orbia"), a specialty chemicals and construction materials company. During Mr. Carrillo's time as CEO, Mexichem became a construction materials centric company. Prior to joining Orbia, Mr. Carrillo spent 16 years at Trinity Industries, Inc. where he served as Senior Vice President and Group President of Trinity Industries’ Energy Equipment Group and was responsible for Trinity Industries’ Mexico operations. Mr. Carrillo previously served as a director of Trinity Industries, Inc. from 2014 to November 2018 and as a director of Dr. Pepper Snapple Group, Inc. from 2015 to 2018. Mr. Carrillo currently serves as a director of NRG Energy, one of the leading integrated power companies in the U.S. and Canada. Skills and Qualifications Mr. Carrillo brings significant knowledge and understanding of Arcosa’s products, services, operations, and business environment. In addition, he has broad experience in managing and leading a significant industrial enterprise in Mexico, where Arcosa has a number of operations.
Age: 56
Director Since: 2018
Committees: None


						Jeffrey A. Craig Background Mr. Craig served as the Executive Chairman of Meritor, Inc., a global supplier for commercial vehicle manufacturers, from March 2021 to December 2021, and was the Chief Executive Officer and President of Meritor from April 2015 to February 2021. Prior to this, from June 2014 to March 2015, Mr. Craig was President and Chief Operating Officer, with oversight of Meritor’s business segments - Commercial Truck & Industrial and Aftermarket & Trailer. He was a member of the Meritor Board of Directors from April 2015 until December 2021. Prior to taking on the role of President and COO, Mr. Craig was Senior Vice President and President of Meritor’s Commercial Truck & Industrial segment from February 2013 to May 2014. He served as Senior Vice President and Chief Financial Officer at Meritor from February 2009 to January 2013 and held various leadership positions at the company since 2006. Before joining Meritor, Mr. Craig served as President and CEO of General Motors Acceptance Corp.’s ("GMAC") Commercial Finance organization from 2001 to 2006. Prior to that, Mr. Craig was President and CEO of GMAC’s Business Credit division from 1999 until 2001. He joined GMAC as a general auditor in 1997 from Deloitte & Touche, where he served as an audit partner. Mr. Craig currently serves as Chair and director of Hyliion Holdings Corp., a leader in electrified powertrain solutions for Class 8 semi-trucks. Skills and Qualifications Mr. Craig's significant management experience provides the Board with additional perspective on Arcosa’s operations, including its transportation products businesses.
Age: 62
Independent Director Since: 2018
Committees: Audit (Chair) (Financial Expert)


						Steven J. Demetriou Background Mr. Demetriou serves as Executive Chair of the Board of Jacobs Solutions Inc. (“Jacobs”), a global professional services company that designs and deploys technology-centric solutions for many of the world’s most complex challenges. He was Chair of the Board and Chief Executive Officer of Jacobs from 2015 to January 2023. Prior to Jacobs, Mr. Demetriou served as Chairman and Chief Executive Officer of Aleris Corporation from 2004 to 2015, Chief Executive Officer of Noveon, Inc. from 2001 to 2004, Executive Vice President of IMC Global Inc. from 1999 to 2001, and held various leadership positions with Cytec Industries, Inc. and ExxonMobil Corporation from 1981 to 1999. Mr. Demetriou currently serves as Chair of the Board of C5 Acquisition Corporation, a special purpose acquisition company ("SPAC"), which at this time is not an active business with significant operations, and as a Director of FirstEnergy Corporation. He previously served as Non-Executive Chairman of Foster-Wheeler from 2011 to 2014 and as a Director for Kraton Performance Polymers from 2009 to 2017 and OM Group from 2005 to 2015. Skills and Qualifications Mr. Demetriou's international business experience and over 35 years in senior management roles, combined with his extensive background, provide the Board with an additional perspective on Arcosa’s operations, including its engineered structures businesses, and driving ESG initiatives. Additional Information The G&S Committee considered Mr. Demetriou’s current commitments when examining his ability to dedicate sufficient time to fulfill his duties as a member of the Board, with the following aspects of his current commitments relevant to the decision to nominate him for election: –Mr. Demetriou is no longer serving as Chief Executive Officer of Jacobs, and his Executive Chair role is expected to have a two-year term through 2024. –As Executive Chair, Mr. Demetriou's workload at Jacobs will be significantly reduced and will focus on advising its executive team on strategic and capital deployment initiatives, providing executive sponsorship for several key client engagements and supporting ongoing culture initiatives. –Mr. Demetriou’s service on the board of C5 Acquisition Corporation (“C5"), a SPAC, will be completed upon the earlier of C5’s completion of an initial business combination and the expiration of C5's completion window for an initial business combination. In the absence of an extension, C5's completion window will expire in April 2023. –Mr. Demetriou does not serve on any private company boards. Mr. Demetriou has assured the Board that he is fully committed to continuing to dedicate the appropriate amount of time to fulfill his duties on the Board and the G&S Committee. The Board believes it is in the best interest of the shareholders that Mr. Demetriou continue to serve as a director and a member of the G&S Committee to leverage his skills of driving ESG-related initiatives.
Age: 64
Independent Director Since: 2023
Committees: Governance & Sustainability


iii



CEO: 84% at Risk*



Other Named Executive Officers: 67% at Risk*


						Ronald J. Gafford Background Mr. Gafford served as President and Chief Executive Officer of Austin Industries, Inc., a U.S.-based construction company, from 2001 to 2012, and Chairman from 2008 to 2012, when he retired. Mr. Gafford is the Chairman of the Board of Rees Architects, Inc., a privately-held architecture firm. Mr. Gafford previously served on the board of directors of Daseke, Inc. from 2015 until 2019, and from 1999 until November 2018, he was a member of the board of directors of Trinity Industries, Inc. Mr. Gafford began his career as a Project Engineer/Estimator and later a Project Manager for the Henry C. Beck Company. He later joined the Trammell Crow Company and served as Partner for their Construction and Development. Skills and Qualifications Mr. Gafford has extensive experience in managing and leading a significant industrial enterprise. His service as the CEO of Austin Industries, Inc. provides the Board with additional perspective on Arcosa’s operations, including its construction products businesses.
Age: 73
Independent Director Since: 2018
Committees: Governance & Sustainability; Human Resources


						John W. Lindsay Background Mr. Lindsay has served as Chief Executive Officer of Helmerich & Payne, Inc., a provider of drilling services and technologies, since 2014 and President and Director since 2012. Mr. Lindsay joined Helmerich & Payne in 1987 and has served in various positions including Vice President, U.S. Land Operations from 1997 to 2006 for Helmerich & Payne International Drilling Co., Executive Vice President, U.S. and International Operations from 2006 to 2010, Executive Vice President and Chief Operating Officer from 2010 to 2012, and President and Chief Operating Officer of Helmerich & Payne from 2012 to 2014. Skills and Qualifications Mr. Lindsay's significant management experience provides the Board with additional perspective on Arcosa's operations, including its engineered structures businesses.
Age: 62
Independent Director Since: 2018
Committees: Audit (Financial Expert); Human Resources


						Kimberly S. Lubel Background Ms. Lubel served as the Chairman, President, and Chief Executive Officer of CST Brands, Inc. from its spin-off from Valero Energy Corporation ("Valero") in 2013 until CST Brands’ acquisition by Circle K in June 2017. Ms. Lubel served as the Executive Vice President and General Counsel of Valero from 2006 to 2012 and served as its Vice President of Legal Services from 2003 to 2006. Ms. Lubel joined Valero in 1997. Ms. Lubel also serves on the boards of Westlake Corporation (formerly Westlake Chemical), where she is a member of the Audit, Compensation, Nominating and Governance, and Corporate Risk and Sustainability Committees, and PBF Energy Inc., where she is Chair of the Health, Safety, and Environmental Committee, Chair of the Audit Committee, and a member of the Compensation Committee. She previously served on the boards of WPX Energy, Inc., CST Brands, Inc., and CrossAmerica GP, LLC. Skills and Qualifications Ms. Lubel’s strong legal background, strategic leadership skills and experience as a public company CEO and independent board member provide the Board with additional perspective on Arcosa’s operations.
Age: 58
Independent Director Since: 2021
Committees: Governance & Sustainability; Human Resources


						Julie A. Piggott Background Ms. Piggott served as the Executive Vice President and Chief Financial Officer of BNSF Railway Company (‘‘BNSF’’), one of North America’s leading freight transportation companies, from 2014 until her retirement in 2021. Ms. Piggott held various other finance and commercial roles with BNSF since joining the company in 1991, including Vice President Planning and Studies, and Controller from 2009 to 2014, Vice President Finance and Treasurer from 2008 to 2009, and Vice President Finance from 2006 to 2008. Prior to her tenure at BNSF, Ms. Piggott’s experience included finance, accounting, and audit roles at a private investment management company and Ernst & Young LLP (formerly Ernst & Whinney), a public accounting firm. Ms. Piggott holds an inactive CPA license from the state of Minnesota. Ms. Piggott currently serves on the board of directors of a non-profit charity. Skills and Qualifications Ms. Piggott’s strategic leadership skills and financial expertise provide the Board with invaluable knowledge regarding the financial and other aspects of business operations, including Arcosa's transportation products businesses.
Age: 62
Independent Director Since: 2021
Committees: Audit (Financial Expert); Governance & Sustainability


						Melanie M. Trent Background Ms. Trent previously served in various legal, administrative, and compliance capacities for Rowan Companies plc (now known as Valaris plc), a global offshore contract drilling company, from 2005 until April 2017, including as an Executive Vice President, General Counsel and Chief Administrative Officer from 2014 until April 2017, as Senior Vice President, Chief Administrative Officer and Company Secretary from 2011 until 2014, and as Vice President and Corporate Secretary from 2010 until 2011. Prior to her tenure at Rowan, Ms. Trent served in various legal, administrative and investor relations capacities for Reliant Energy Incorporated. Ms. Trent previously served on the board of directors of Frank’s International N.V. (now known as Expro Group Holdings N.V.) and Noble Corporation. She currently serves as Lead Independent Director for Diamondback Energy, Inc., an oil and natural gas company, and is also a director at Hyliion Holdings Corp., where she serves as Chair of the Nominating and Corporate Governance Committee. Skills and Qualifications Ms. Trent’s strong legal and executive management experience, diverse background, and knowledge of oil and gas industry provide the Board with additional perspective on Arcosa’s operations.
Age: 58
Independent Director Since: 2018
Committees: Governance & Sustainability (Chair)


Proposal One Election of Nominated Directors

10 Current Members						The Board of Directors currently consists of ten members. On the recommendation of the G&S Committee, the Board has nominated the ten 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 2024 Annual Meeting of Shareholders, or when their successors are duly elected and qualified or earlier upon death, resignation, retirement, disqualification, or removal.


10 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 2024


						"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
Ronald J. Gafford		l	l
John W. Lindsay	l		l
Kimberly S. Lubel		l	l
Julie A. Piggott	l	l
Douglas L. Rock	l
Melanie M. Trent		p
2022 Meetings	6	4	5


Name			Principal Position
Antonio Carrillo			President and Chief Executive Officer ("CEO")
Gail M. Peck			Chief Financial Officer ("CFO")
Kerry S. Cole			Group President
Jesse E. Collins, Jr.			Group President
Reid S. Essl			Group President
Bryan P. Stevenson			Chief Legal Officer ("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 Storage Tanks						GROUP PRESIDENT PLAN C (Jesse Collins) Steel Components Wind Towers Shoring Products



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


Portfolio Simplification Reduced the complexity of the portfolio by divesting our Storage Tanks business.									Safety Continued progress on our ARC 100 Safety Program. Improved our TRIR 30% year-over-year.

Growth Expanded our growth businesses, including the acquisition of a recycled aggregates business in a new market. Initiated several organic projects to accelerate growth in our construction materials and utility structures businesses.									ESG Published our second full-year Sustainability Report with enhanced disclosures, including the introduction of a 5-year GHG emissions goal of a 10% reduction in Scope 1 and 2 emissions intensity by the end of 2026.


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.


	Maintain a Clawback Policy. The Board has adopted a clawback policy that allows the HR Committee to recover amounts pursuant to short-term or long-term incentive compensation plans when subsequent to any such payment Arcosa's financial statements are required to be restated as a result of errors, omissions, fraud, or other misconduct.


	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." For a discussion of the 2022 CIC Plan, see "Other Compensation Plans" and "Potential Payments upon Termination or Change in Control."
X			Employment Contracts. None of the Named Executive Officers or senior officers have employment contracts.


Industry						Companies that operate in a similar industry
6
Growth Profile						Similar revenue size (0.3 to 3.0 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	925,000	1,017,500	3,700,000	5,642,500
Gail M. Peck	485,000	339,500	775,000	1,599,500
Kerry S. Cole	463,500	324,450	602,550	1,390,500
Jesse E. Collins, Jr.	407,000	284,900	530,000	1,221,900
Reid S. Essl	491,500	344,050	640,000	1,475,550
Bryan P. Stevenson	440,000	264,000	440,000	1,144,000



Named Executive Officer	2021 Annual Base Salary Rate ($)	% Change		2022 Annual Base Salary Rate ($)

Antonio Carrillo	925,000	0	%	925,000
Gail M. Peck(1)	425,000	14	%	485,000
Kerry S. Cole	463,500	0	%	463,500
Jesse E. Collins, Jr.	391,400	4	%	407,000
Reid S. Essl	463,500	6	%	491,500
Bryan P. Stevenson	414,750	6	%	440,000



	2021		2022


Named Executive Officer	Target Annual Incentive Opportunity ($)(1) (2)	% of Annual Base Salary Rate		Target Annual Incentive Opportunity ($)	% of Annual Base Salary Rate

Antonio Carrillo	925,000	100%		1,017,500	110%
Gail M. Peck	284,750	67%		339,500	70%
Kerry S. Cole	309,000	67%		324,450	70%
Jesse E. Collins, Jr.	257,500	66%		284,900	70%
Reid S. Essl	304,934	66%		344,050	70%
Bryan P. Stevenson	236,250	57%		264,000	60%



Corporate AIP	Metric Weight	Threshold	Target	Maximum	2022 Actual	2022 Payout %	Weighted Payout

Enterprise Adjusted EBITDA ($M)	60%	$210.5	$280.3	$350.0	$325.1	164%	98%
Enterprise Working Capital Days	20%	84	76	69	79	63%	13%
Execution of Strategic Initiatives(1)	20%	0%	100%	150%	150%	150%	30%
Total							141%



Group President Plan A (Reid Essl)	Metric Weight	Threshold	Target	Maximum	2022 Actual	2022 Payout %	Weighted Payout

Group Adjusted EBITDA ($M)	60%	$136.2	$181.6	$226.9	$178.4	93%	56%
Group Working Capital Days	20%	91	83	75	87	50%	10%
Execution of Strategic Initiatives(1)	20%	0%	100%	150%	150%	150%	30%
Total							96%



Group President Plan B (Kerry Cole)	Metric Weight	Threshold	Target	Maximum	2022 Actual	2022 Payout %	Weighted Payout

Group Adjusted EBITDA ($M)	60%	$73.8	$98.9	$123.9	$137.1	200%	120%
Group Working Capital Days	20%	79	72	65	80	—%	—%
Execution of Strategic Initiatives(1)	20%	0%	100%	150%	150%	150%	30%
Total							150%