Tutor Perini Corp DEF 14A, filed Apr 4, 2025

Tutor Perini Corp (TPC)

DEF 14A 2025-04-04 For: 2025-05-15

View Original

Added on June 12, 2026

About this DEF 14A

Tutor Perini Corp filed this DEF 14A on April 4, 2025.

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


Filed by the Registrant ☒
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))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12
TUTOR PERINI CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒			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


DATE:			Thursday, May 15, 2025

TIME:			11:30 a.m., Pacific Time

LOCATION:			15901 Olden Street, Sylmar, California 91342

MEETING AGENDA:			1.Election of each of the ten directors named in the accompanying proxy statement to serve until the 2026 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; 2.Ratification of the appointment of Deloitte & Touche LLP as independent auditors of the Company for the year ending December 31, 2025; 3.Approval of the compensation of the Company’s named executive officers on an advisory (non-binding) basis; 4.Approval of the amended and restated Tutor Perini Corporation Omnibus Incentive Plan; and 5.Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

RECORD DATE:			Only shareholders of record at the close of business on March 19, 2025 (the “Record Date”) are entitled to notice of, to participate in and to vote at the Annual Meeting and any postponement or adjournment thereof.

PROXY VOTING:			Your vote is very important. We urge you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may vote your shares over the Internet at www.proxyvote.com, or if you requested to receive printed proxy materials, via your enclosed proxy card or telephonically by dialing 1-800-690-6903. If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm will provide a Notice of Availability of Proxy Materials, or, if you request them to do so, they will provide you a printed set of proxy materials together with a voting instruction form, which you may use to direct how your shares will be voted. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.


PROXY SUMMARY			i
INTRODUCTION			1
INFORMATION REGARDING THE ANNUAL MEETING			1
PROPOSAL 1: ELECTION OF DIRECTORS			4
Board of Director Nominees			4
C ORPORATE G OVERNANCE			12
R EPORT OF THE A UDIT C O M MITTEE			18
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			19
PROPOSAL 3: APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS ON AN ADVISORY (NON-BINDING) BASIS			20
EXECUTIVE OFFICERS			21
COMPENSATION DISCUSSION AND ANALYSIS			22
REPORT OF THE COMPENSATION COMMITTEE			38
EXECUTIVE COMPENSATION			39
Summary Compensation Table			39
All Other Compensation			40
Total Realized Compensation			41
Grants of Plan-Based Awards in 202 4			42
Outstanding Equity Awards as of December 31, 2024			43
202 4 Option Exercises and Stock Vested Table			44
Agreements and Arrangements with NEOs			45
Potential Payments Upon Termination or Change in Control			46
CEO PAY RATIO DISCLOSURE			53
PAY VERSUS PERFORMANCE			53
DIRECTOR COMPENSATION			58
RISK ASSESSMENT			60
EQUITY COMPENSATION PLAN INFORMATION FOR 2024			60
PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED TUTOR PERINI CORPORATION OMNIBUS INCENTIVE PLAN			61
OWNERSHIP OF COMMON STOCK BY DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS			70
C ERTAIN R ELATIONSHIPS AND R ELATED P ARTY T RANSACTIONS			71
SECTION 16(a ) BE NEFICIAL OWN ERSHIP REPORT ING COMPLIANCE			72
SHAREHOLDER PROPOSALS FOR 202 6 ANNUAL MEETING			72
OTHER MATTERS			73
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			73
WHERE YOU CAN FIND ADDITIONAL INFORMATION			73
EXHIBIT A			74



Date and Time	Location	Record Date
May 15, 2025	Tutor Perini Corporation Headquarters	March 19, 2025
11:30 am PT	15901 Olden Street Sylmar, CA 91342	If you were a holder of record of Company common stock at close of trading on this date, you are entitled to vote at the Annual Meeting


		Board’s Voting Recommendations
Proposal 1	Election of Directors	ü FOR each nominee
Proposal 2	Ratification of the Appointment of Independent Auditors	ü FOR
Proposal 3	Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation	ü FOR
Proposal 4	Approval of the Amended and Restated Omnibus Incentive Plan	ü FOR


			Sincerely,

			Gary G. Smalley
			Chief Executive Officer & President


			By order of the Board of Directors,

			Ifigenia Protopappas
			Vice President, Assistant General Counsel and Corporate Secretary


GOVERNANCE HIGHLIGHTS:

Lead Independent Director provides strong independent leadership of our Board
Majority Independent Board - all directors except for Mr. Tutor, Mr. Smalley, and Mr. Feltenstein are independent
New majority voting standard in uncontested elections with director resignation policy
Annual election of directors
Ongoing Board refreshment
Shareholder right to call a special meeting
Annual Board and committee self-evaluations
Board and Executive Officer stock ownership guidelines
Active shareholder outreach and engagement
Robust Code of Ethics
Dodd-Frank compliant Clawback policy
Market-standard policies limiting director memberships on other public company boards and committees
Independent Audit, Compensation, and Corporate Governance and Nominating Committees
Annual “Say-on-Pay” advisory vote
Anti-hedging and anti-pledging policies


WHAT WE DO:

Majority of NEO compensation is performance-based
Active shareholder outreach and engagement
Benchmark NEO compensation against our peer group
Separation benefits and equity acceleration only on a “double-trigger” in connection with a change in control
Board and Executive Share Ownership Guidelines
Dodd-Frank compliant Clawback policy
Mitigation of Undue Compensation Risk
Independent Compensation Consultant


WHAT WE DON’T DO:

No dividends paid on unvested equity awards
No change in control excise tax gross-ups
No repricing of underwater stock options (without shareholder approval)
No hedging, short sales or derivative transactions in Company stock
No executive officer or director pledges Company stock


Voting Item		Vote Standard	Treatment of Abstentions and Broker Non-Votes
Proposal 1	Election of Directors	Majority of votes cast	Abstentions and broker non-votes will not be counted as votes cast
Proposal 2	Ratification of the Appointment of Independent Auditors	Majority of shares represented at the Annual Meeting and entitled to vote on the proposal	Abstentions will have the effect of votes “against” Broker non-votes will not be counted as shares entitled to vote on the proposal
Proposal 3	Advisory Vote to Approve Named Executive Officer Compensation	Majority of shares represented at the Annual Meeting and entitled to vote on the proposal	Abstentions will have the effect of votes “against” Broker non-votes will not be counted as shares entitled to vote on the proposal
Proposal 4	Approval of Amended and Restated Omnibus Incentive Plan	Majority of shares represented at the Annual Meeting and entitled to vote on the proposal	Abstentions will have the effect of votes “against” Broker non-votes will not be counted as shares entitled to vote on the proposal


Ronald N. Tutor
Age: 84
Director Since: 1997
Board Role: Executive Chairman
Independent: No
Professional Experience and Highlights
• Chairman of the Company since 1999 and Chief Executive Officer, March 2000 – December 2024
• Chairman of the Board, President and Chief Executive Officer of Tutor-Saliba Corporation, a privately held company, until its merger with the Company in 2008
• Life Trustee of the University of Southern California
Education, Certifications & Associations
• Bachelor of Science in Finance, University of Southern California
Select Skills and Qualifications
Mr. Tutor brings to the Board extensive knowledge of the Company’s business and strategy. His over 25 years at the Company and over 62 years in the construction industry provides the Board with unique perspective and industry-acknowledged leadership.


Gary G. Smalley
Age: 66
Director Since: 2025
Board Role: Director
Independent: No
Professional Experience and Highlights
• Chief Executive Officer of the Company since January 2025 and President since November 2023; and Executive Vice President and Chief Financial Officer, September 2015 – November 2023
• Senior Vice President and Controller with Fluor Corporation (“Fluor”), a multinational engineering and construction firm; Group Chief Financial Officer for one of Fluor’s business segments, 2008-2015; and Vice President of Internal Audit and several other financial operations management roles in Australia, Chile, Mexico and the United States over his 24-year tenure at Fluor
• Audit positions with Ernst & Young LLP and J.P. Stevens and Company
Education, Certifications & Associations
• Bachelor of Science in Business Administration, University of North Carolina at Chapel Hill
• Master of Business Administration, Northwestern University
• Certified Public Accountant (inactive)
• Certified Fraud Examiner (inactive)
• Chartered Global Management Accountant (inactive)
Select Skills and Qualifications
Mr. Smalley brings over 30 years of engineering and construction industry experience to the Board. Throughout his career, he has gained an in-depth knowledge of domestic and international project operations, litigation and dispute resolution, risk management and financial matters.


Peter Arkley
Age: 70
Director Since: 2000
Board Role: Director
Independent: Yes
Professional Experience and Highlights
• President, National Brokerage at Alliant Insurance Services, Inc. (“Alliant”), a leading insurance and bonding brokerage firm, since April 2024; President of Alliant Retail Property and Casualty, which encompasses a nationwide footprint and 15 specialty insurance operations, March 2022 – April 2024; President of Alliant Specialty Group, April 2017 – March 2022; and Senior Managing Director, Construction Services Group of Alliant, June 2011 – April 2017
• Chairman and Chief Executive Officer of Aon Construction Services Group, a global insurance broker servicing the construction industry, 1999-2011
Education, Certifications & Associations
• Bachelor of Science in Finance, Wagner College
Select Skills and Qualifications
With over 30 years of insurance industry experience, Mr. Arkley has extensive knowledge and expertise in insurance and sureties with specific background relating to construction services. He provides the Board with valuable insights on risk management and financial services.


Jigisha Desai
Age: 58
Director Since: 2021
Board Roles:
• Corporate Governance and Nominating Committee Chair
• Audit Committee Member
Independent: Yes
Professional Experience and Highlights
• Retired Executive Vice President and Chief Strategy Officer at Granite Construction Incorporated (“Granite”), a prominent heavy civil infrastructure construction company, January – December 2021; Granite’s Senior Vice President and Chief Financial Officer July 2018 – January 2021; Vice President of Corporate Finance and Treasurer, September 2013 – July 2018; and various other financial management roles at Granite, 1993 – 2013
• Director of Central States, employee-owned producer of metal roof, siding, and packages for buildings, since April 2024
• Former Director of ElementUS Minerals, a privately held company until 2024
Education, Certifications & Associations
• Bachelor of Science in Accounting, University of Houston
• Master of Business Administration in Corporate Finance, Golden Gate University
• Certified Treasury Professional (inactive)
• Alumna of the Advanced Management Program and Women Executives on Boards, Harvard Business School
• Certificate in Cyber Risk Governance and a Qualified Risk Director Designation, DCRO Institute
Other Public Company Board Service
• Former Director of 1st Capital Bank, from 2020 until 2024 when it was acquired
• Former Director and audit committee chair of QualTek Services, Inc., February – December 2022
Select Skills and Qualifications
Ms. Desai’s distinguished 30-year career encompasses extensive experience in the construction industry and as a qualified financial expert, board director, and strategic leader with a focus on corporate finance, risk management, business leadership, and corporate strategy.


			Audit Committee
			Dale Anne Reiss, Chair
			Jigisha Desai
			Robert C. Lieber
			Dennis D. Oklak
			Shahrokh (“Rock”) Shah


			Compensation Committee
			Dennis D. Oklak, Chair
			Robert C. Lieber
			Shahrokh (“Rock”) Shah


	2024		2023
Audit Fees	$	4,773,544	$	4,808,579
Audit-Related Fees(1)	189,123		62,225
Tax Fees(2)	—		110,568
All Other Fees	—		—
Total Fees	$	4,962,667	$	4,981,372


WHAT WE DO:

Pay-for-Performance Philosophy – We provide the majority of our NEOs’ compensation in the form of performance-based compensation, payment of which is generally tied to our financial results. We utilize ambitious, but achievable, performance targets to provide our executives strong incentives to meet and exceed our financial performance objectives and maximize long-term shareholder value. As a result, if achieved performance exceeds target performance goals, our NEOs’ incentive payouts may significantly exceed target payout levels. Conversely, if achieved performance does not at least meet target performance goals, our NEOs’ incentive payouts may be significantly less than target payout levels (including no payout if threshold performance goals are not met). See section titled “Compensation Philosophy and Objectives” for further details.
Active Shareholder Engagement Program – We maintain a regular and open dialogue with our institutional shareholders to understand their views about our executive compensation program and to communicate the Company’s efforts and progress in advancing our compensation program. See section titled “Active Shareholder Engagement Program” for further details.
Benchmarking – We review our NEO compensation program against our peer group comprised of publicly traded companies within the engineering and construction industry when evaluating and setting executive compensation. Generally, for each NEO, we set total target compensation (i.e., the sum of base salary, target annual incentive compensation and target long-term incentive compensation) that is at or near the median relative to our compensation peer group with adjustments made in consideration of the executive’s experience and other factors.
Double-Trigger Vesting Acceleration of Equity Awards in Connection with a Change in Control – We subject equity awards to double-trigger vesting in connection with a change in control. This means that no outstanding equity awards vest solely in connection with a change in control. Instead, outstanding equity awards vest upon an executive’s involuntary termination (without cause) or resignation for good reason that occurs within a specified period following the date of a change in control.


Sidney J. Feltenstein
Age: 84
Director Since: 2013
Board Role: Director
Independent: No
Professional Experience and Highlights
• Managing Partner of DIA Equity Partners, a private equity firm, since April 2022
• Senior Operating Partner of Sentinel Capital Partners, an American private equity firm focusing on mid-market companies, February 2010 – June 2023
• Retired Chairman and Chief Executive Officer of Yorkshire Global Restaurants, Inc., the holding company for A&W Restaurants and Long John Silver’s, which he founded in 1994 until February 2003
• Director of Bright Star Health Care, a privately held company
• Overseer and Trustee Emeritus and former Trustee and Audit Committee Chair of Boston University, and Trustee of One Family Health, both non-profit organizations
Education, Certifications & Associations
• Bachelor of Arts in Communications, Boston University
Select Skills and Qualifications
Mr. Feltenstein brings extensive operational and marketing management expertise to the Board through various positions held over his career and through his experience as a chairman and director of many other companies.


Robert C. Lieber
Age: 70
Director Since: 2014
Board Roles:
• Lead Independent Director and Vice Chairman
• Audit Committee Member
• Compensation Committee Member
Independent: Yes
Professional Experience and Highlights
• Executive Managing Director of Island Capital Group LLC, a leading international real estate merchant bank, since July 2010
• Executive Managing Director and Member of the investment committee of C-III Capital Partners LLC, a fully diversified asset management and commercial real estate services company, of which Island Capital Group LLC is the controlling parent, since 2010
• Former Chief Executive Officer and President of Exantas Capital Corp. (now known as ACRES Commercial Realty Corp.), a publicly traded real estate mortgage investment trust, which was managed by a subsidiary of C-III Capital Partners LLC, September 2016 – August 2020
• Deputy Mayor for Economic Development for City of New York, served under Mayor Michael R. Bloomberg, 2008 – 2010 and President of the NYC Economic Development Corporation, 2007-2008
• Retired, former Lehman Brothers Global Head of Real Estate Investment Banking and Managing Director of Lehman Brothers Real Estate Private Equity business, 1984-2006
Other Public Company Board Service
• Former Director of Resource Real Estate Opportunity REIT, Inc., a public nontraded real estate investment trust 2018-2022
• Former Director of Acre Realty Investors, Inc. a publicly traded commercial real estate investment trust, from 2014 until its acquisition in 2017
Education, Certifications & Associations
• Bachelor of Arts, University of Colorado
• Master of Business Administration, Wharton School, University of Pennsylvania
Select Skills and Qualifications
Mr. Lieber brings to the Board extensive expertise and insight into corporate finance, capital raising and political matters pertaining to real estate and infrastructure development projects gained through his experience in the investment, governmental and investment banking sectors.


Dennis D. Oklak
Age: 71
Director Since: 2017
Board Roles:
• Compensation Committee Chair
• Audit Committee Member
Independent: Yes
Professional Experience and Highlights
• Retired Chief Executive Officer of Duke Realty Corporation, a publicly traded real estate investment trust focused on industrial and office properties, 2004 – 2015
• Chief Accounting Officer, Duke Realty Corporation, 1994-2001
• Non-Executive Chair of the Board of Managers of ITR Concession Company LLC, lessee of the Indiana Toll Road, since March 2016
• Chair of the Board of the Eskenazi Health Foundation, a non-profit organization
Education, Certifications & Associations
• Bachelor of Science in Accounting and Economics, Ball State University
• Certified Public Accountant (inactive)
Other Public Company Board Service
• Lead Independent Director of Xenia Hotels and Resorts
• Former Chairman of the Board of Duke Realty Corporation
Select Skills and Qualifications
Mr. Oklak contributes to our Board expertise in real estate, construction, consulting, operations, development and executive leadership, as well as finance, accounting and auditing expertise from nine years at Deloitte prior to joining Duke Realty Corporation. The Board also values his experience as a public company director, chief executive officer, and chief accounting officer.


Raymond R. Oneglia
Age: 77
Director Since: 2000
Board Role: Corporate Governance and Nominating Committee Member
Independent: Yes
Professional Experience and Highlights
• Vice Chairman of the Board of Directors of O&G Industries, Inc. (“O&G”) since 1997; served in various operating and administrative capacities with O&G, 1970-1997. Since 1923 O&G has been a provider of heavy/civil construction and commercial building services, and a producer of construction materials.
Education, Certifications & Associations
• Bachelor of Science, Union College
Select Skills and Qualifications
Mr. Oneglia’s more than 50 years of experience at O&G allow him to contribute an in-depth construction industry perspective to the Board. In 2023, he received Engineering News-Record New England’s 2023 Legacy Award in recognition of his lifetime of service to the construction industry.


Dale Anne Reiss
Age: 77
Director Since: 2014
Board Roles:
• Audit Committee Chair
• Corporate Governance and Nominating Committee Member
Independent: Yes
Professional Experience and Highlights
• Managing Director of Artemis Advisors LLC, a real estate restructuring and consulting firm, since June 2008
• Former Senior Managing Director of Brock Capital Group LLC, a boutique investment bank, 2009-2024, and chair of its affiliate, Brock Real Estate LLC, 2010-2024
• Retired Senior Partner at Ernst & Young LLP, and its predecessor Kenneth Leventhal & Company, for over 25 years, where she was the Global and the Americas Director of Real Estate, Hospitality and Construction, 1995 – 2008
• Previously served as Governor of the Urban Land Institute Foundation, a non-profit organization
Education, Certifications & Associations
• Bachelor of Science from the Illinois Institute of Technology
• Master of Business Administration from the University of Chicago
• Certified Public Accountant
Other Public Company Board Service
• Director, Chair of Nominating & Governance Committee, Member of the Audit Committee of DigitalBridge Group, Inc.
• Director, Chair of the Audit Committee of Starwood Real Estate Income Trust
• Former Director, iStar Inc., Post Properties, Care Capital Properties, Inc., and CYS Investments, Inc.
Select Skills and Qualifications
Ms. Reiss brings to the Board extensive expertise in financial and accounting matters and valuable knowledge corporate governance from her extensive experience at several major public accounting firms, her leadership experience in management and operations, and as a public company director.


Shahrokh (“Rock”) Shah
Age: 69
Director Since: 2024
Board Roles:
• Audit Committee Member
• Compensation Committee Member
Independent: Yes
Professional Experience and Highlights
• Retired Managing Director and Group Head of the Engineering & Construction Group at BMO Bank, a leading North American bank, August 2010 – February 2024; Managing Director and Group Head of the Engineering & Construction Group at BMO Capital Markets, February 2000 – July 2010; and served in other roles at BMO, 1986-2000
• Director, Chair of the Audit Committee, and Member of the Executive Committee, Compensation Committee and Government Security Committee of Pernix Group Inc., a private company
• Advisory board member of Anvil Builders, Inc., a private company
• Honorary Member, Board of Directors of The Beavers, a California-based Heavy Engineering Construction Association
Education, Certifications & Associations
• Degree in Chemical Engineering, University of Toronto
• Master of Business Administration, Queen’s University in Kingston, Ontario
• Registered Professional Engineer
Select Skills and Qualifications
Mr. Shah’s brings to the Board four decades of experience and extensive expertise gained from providing corporate and investment banking, mergers and acquisitions, finance and strategy development services to companies in the engineering and construction industry, coupled with meaningful, lasting relationships forged throughout the industry.


			Corporate Governance and Nominating Committee*
			Jigisha Desai, Chair
			Raymond R. Oneglia
			Dale Anne Reiss
			* Mr. Arkley served as a member in 2024 and is no longer a member of the Corporate Governance and Nominating Committee as of March 12, 2025.



Ghassan M. Ariqat, age 67, has served as Executive Vice President of the Building and Specialty Contractors Groups since September 2022. Mr. Ariqat previously served in several executive positions with Tutor Perini, most recently, from 2013 to 2022, as Senior Vice President and Project Executive for the California High-Speed Rail project, one of the Company’s largest civil projects, which he continues to oversee. He originally joined the Company’s predecessor, Tutor-Saliba Corporation, in 1987 and successfully managed numerous projects, including public works buildings, social infrastructure (Los Angeles Central Library), institutional and administration buildings, mixed-use developments, and wastewater treatment plants.
Kristiyan D. Assouri, age 54, is Executive Vice President and has served as Chief Legal Officer since October 2023. She also serves as our Corporate Compliance Officer. Ms. Assouri joined Tutor Perini in October 2019 as the Assistant General Counsel supporting the Company’s innovative project delivery pursuits. Prior to that, she held various legal and executive level positions in both public agencies and private companies for more than 22 years, including Vice President at WSP, Inc. an engineering and professional services consulting firm, from 2017 to 2019; Chief Deputy Director at the California Transportation Commission from 2016 to 2017, and Deputy Attorney for the California Department of Transportation from 2009 to 2016. Ms. Assouri holds a Bachelor of Arts degree in Psychology from the University of Southern California, a Juris Doctor degree from Whittier College School of Law, and a Master of Laws (LL.M.) degree in international commercial arbitration from the University of Stockholm, School of Law.
William E. Jensen, age 65, has served as Executive Vice President - Western Civil since July 2024. Previously, he served as Senior Vice President of Operations, Civil Group until November 2023 after joining the Company in August 2016. Prior to Tutor Perini, Mr. Jensen was Senior Vice President, Southern California Regional Manager for Steve P. Rados, Inc., a heavy engineering construction company, from 2014 to 2016. Prior to that, he spent 20 years at Flatiron Construction Corp. (“Flatiron”), a heavy civil infrastructure contractor, where he served as Senior Vice President, Western Regional Manager from 2012 to 2014; Senior Vice President, Large Project Group Manager from 2011 to 2012; Vice President, Business Unit Leader from 2007 to 2010; and held various project management positions from 1995 to 2007. Prior to joining Flatiron, he served in various project management and engineering roles between 1983 and 1995. Mr. Jensen holds a Bachelor of Science degree in Civil Engineering from the University of Arizona and is a licensed Professional Engineer.
Ryan J. Soroka, age 43, is Executive Vice President and has served as Chief Financial Officer since November 2023. Previously, he served in various financial management roles of increasing responsibility at Tutor Perini, including as Vice President and Chief Accounting Officer from April 2017 to November 2023, as Vice President of Finance Operations from January 2015 to April 2017, as Vice President and Chief Financial Officer of Frontier-Kemper Constructors, Inc., a subsidiary of the Company, from October 2013 to November 2016, and as Director of Technical Accounting for Tutor Perini from June 2011 to October 2013. Prior to joining the Company, he worked at Deloitte, most recently as Manager, Assurance and Advisory Services. Mr. Soroka holds a Bachelor of Science degree in Business Administration from the University of Southern California and is a Certified Public Accountant (inactive).


WHAT WE DO:
Share Ownership Guidelines – We maintain a share ownership guideline applicable to our NEOs, certain other executives designated by the Compensation Committee and non-employee directors, under which the CEO is required to hold stock or equity-based securities valued at six times his base salary, other NEOs and other executive officers designated by the Compensation Committee are required to hold stock and equity-based securities valued at three times their base salary, and non-employee directors are required to hold stock and equity-based securities valued at five times the director’s annual cash retainer. Shares owned directly or indirectly, the grant date fair value of vested and unvested stock options (“SOs”), restricted stock units (“RSUs”), cash-settled performance stock units (“CPSUs”), and cash-settled restricted stock units (“CRSUs”), which include deferred cash awards (“DCAs”), are counted toward the guidelines. The executives and directors subject to the policy must meet the guidelines within five years of appointment. In the event an executive does not meet the guidelines within five years due to insufficient equity award grants, the individuals must retain at least 75% of net shares of the Company’s stock received as equity-based compensation since becoming subject to the guidelines. As of March 19, 2025, all NEOs, other executives so designated by the Compensation Committee, and non-employee directors were in compliance with these policies.
Clawback Policy – We maintain a clawback policy consistent with the requirements of Exchange Act Rule 10D-1 and applicable NYSE Listing Standard 303A.14. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.
Mitigation of Undue Risk – Our compensation program is designed to discourage undue risk-taking by our NEOs and other employees through caps on the maximum level of incentive payouts, stock ownership and retention policies, and a clawback policy. Risk identification and mitigation processes established by management and our Board’s oversight of these processes also serve to deter unacceptable risk taking. After considering these policies and processes, we do not believe that our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.
Independent Compensation Consultant – The Compensation Committee works on an as-needed basis with an independent compensation consultant on director and executive compensation-related matters. This consultant reports directly to the Compensation Committee and provides no other services to the Company.


Concern		How We Have Been Responsive
1.	Level of total CEO compensation	Our proxy statements include disclosures regarding Mr. Tutor’s significant value to the Company (see section titled “CEO Transition and Unique Factors That Have Played into our Executive Compensation Practices”) to help explain his level of compensation. Based on Mr. Tutor’s performance and value to the Company, the Compensation Committee believes that Mr. Tutor’s 2024 total compensation and compensation mix are appropriate and competitive with market practice. A significant portion of Mr. Tutor’s compensation is tied to Company performance. From 2022 through 2024, Mr. Tutor forfeited a total of approximately $9.2 million of unearned bonus and equity incentives (see section titled “Forfeitures of Unearned Performance-Based Awards”). In addition, Mr. Tutor’s total aggregate realized compensation for the last three years (see section titled “Total Realized Compensation”) was $21.7 million less than his aggregate compensation as required to be reported in the Summary Compensation Table. Effective January 1, 2025, Mr. Smalley succeeded Mr. Tutor as the Company’s CEO. As CEO, Mr. Smalley is provided a compensation package that is more closely aligned with other CEOs in our compensation peer group. As previously disclosed, upon Mr. Smalley’s promotion to CEO, (i) his annual base salary increased from $1.1 million to $1.2 million (ii) his target annual incentive opportunity increased from 125% to 150% of his annual base salary, and (iii) his target annual long-term incentive opportunity increased from $3 million to $4 million. This total target compensation opportunity falls below the median of CEOs in our compensation peer group.
2.	Previous inclusion of private companies and U.S. subsidiaries of foreign parents in peer group	The Company eliminated the inclusion of private companies and U.S. subsidiaries of foreign parents in our compensation and relative TSR peer groups. The Company’s peer groups only include publicly traded companies within the engineering and construction industry.
3.	Short-term incentive compensation performance metrics	Each year, the Company’s most critical near-term goals are re-assessed and the NEOs’ short-term incentive compensation metrics and performance targets are adjusted to align with those goals, while taking into account shareholder feedback received with respect to such metrics. In 2024, the Compensation Committee utilized a multi-faceted annual incentive compensation program, tying NEO’s bonus payouts to: (i) operating cash flow (at a 65% weighting); (ii) pre-tax income (at a 20% weighting); and (iii) individual performance (at a 15% weighting) against preset goals. For Mr. Tutor and Mr. Smalley, the individual performance metric also includes consideration of each person’s performance in effecting a smooth transition of Mr. Smalley to CEO effective January 1, 2025. Historically, the operating cash flow metric has had a very positive incentivizing effect that has helped the Company achieve strong operating cash flow results that exceeded budgeted consolidated net income in six of the eight years since this metric was implemented (in 2017, 2019, 2020, 2022, 2023, and 2024), and record operating cash flow in 2017, 2020, 2022, 2023 and 2024.
4.	Absence of relative metrics in long‑term incentive compensation program	The Company added a relative performance metric to performance-based long-term incentive awards. All performance-based long-term incentive awards granted from 2017 to 2020 included a relative TSR performance metric. As part of this, 50% of the performance-based awards granted to the Company’s CEO from 2021 to 2024 included a relative TSR performance metric. Future long-term incentive compensation awards to NEOs are expected to include relative TSR as a performance metric.


Concern		How We Have Been Responsive
5.	Short (one-year) performance periods for most long-term incentive compensation awards	The Company eliminated the use of one-year performance periods for long-term incentive compensation awards, except in limited circumstances that are subject to approval by the Compensation Committee. In 2024, none of our NEOs’ long-term incentive compensation awards incorporated a one-year performance period.
6.	Need for a minimum vesting period for equity awards	Our Incentive Compensation Plan requires vesting periods of greater than one year for performance-based equity awards and at least three years (with ratable vesting permitted) for time-based restricted stock and RSU awards for NEOs that applies to 95% of shares reserved under the Incentive Compensation Plan.
7.	Share pledging	The Company has a policy that limits any share pledging by NEOs and non-management directors to no more than 30% of the shares beneficially owned by the pledgor. No NEO or director currently has any pledged shares.
8.	Majority voting standard for director elections	At the Annual Meeting held in 2024, shareholders approved to amend our Articles and By-Laws to adopt a majority voting standard for uncontested director elections. Under the director resignation policy, if an incumbent director does not receive more “for” than “against” votes, that director will be expected to submit a letter of resignation and within 90 days the Board will act upon the recommendation of the Corporate Governance and Nominating Committee to decide whether to accept or reject the resignation offer.


2024 Compensation Peer Group
AECOM			Jacobs Solutions, Inc.
APi Group Corporation			KBR, Inc.
Comfort Systems USA, Inc.			MasTec, Inc.
Dycom Industries, Inc.			MYR Group, Inc.
EMCOR Group, Inc.			Primoris Services Corp.
Fluor Corporation			Quanta Services, Inc.
Granite Construction, Inc.			Tetra Tech, Inc.


2024 Relative TSR Peer Group
AECOM			Jacobs Solutions, Inc.
Arcosa, Inc.			MasTec, Inc.
Comfort Systems USA, Inc.			Matrix Service Company
Dycom Industries, Inc.			MYR Group, Inc.
EMCOR Group, Inc.			Quanta Services, Inc.
Fluor Corporation			Valmont Industries, Inc.
Granite Construction, Inc.


	2024 Annual Incentive Compensation Payout Opportunities
	Threshold		Target		Maximum
Ronald N. Tutor	$	1,615,000	$	3,325,000	$	6,650,000
Ryan J. Soroka	$	319,600	$	470,000	$	705,000
Gary G. Smalley	$	935,000	$	1,375,000	$	2,062,500
Ghassan M. Ariqat	$	527,000	$	775,000	$	1,162,500
Kristiyan D. Assouri	$	289,000	$	425,000	$	637,500


	2024 Performance Ranges
(dollars in thousands)	Threshold		Target		Maximum
Cash flow from operations	$	280,000	$	350,000	$	420,000
Pre-tax income	96,000		120,000		144,000
Individual performance(1)	(1)		(1)		(1)


			2024 Annual Incentive Compensation Payout
Metric	Actual Achievement (dollars in thousands)		Ronald N. Tutor		Ryan J. Soroka		Gary G. Smalley	Ghassan M. Ariqat		Kristiyan D. Assouri
Operating cash flow	503,544	143.9% of target	4,322,500		458,250		1,340,625	755,625		414,375
Pre-tax income	(173,008)	0.0%	—		—		—	—		—
Individual performance	(1)	(2)	997,500		88,125		257,813	145,313		79,688
Total Payout			$	5,320,000	$	546,375	$1,598,438	$	900,938	$	494,063


Metric	Threshold Payout (Shares)	Target Payout (Shares)	Maximum Payout (Shares)	Super Maximum Payout (Shares)	Actual Achievement Level(1)	Percent Payout (as a % of Target)		Award Payout (Shares)
3-Year Relative Total Shareholder Return	78,942	157,884	315,768	394,710	62nd percentile	146.15	%	230,748
3-Year Average Growth in Pre-Tax Income	78,942	157,884	315,768	n/a	< 5 percent growth	0	%	0


	Forfeitures of Unearned Performance-Based Awards
	Annual Incentive(1)		Long-Term Equity Incentive(2)		Total
Ronald N. Tutor
2024	$	665,000	$	1,662,519	$	2,327,519
2023	—		5,577,677		5,577,677
2022	1,330,000		—		1,330,000
Total Forfeited	$	1,995,000	$	7,240,196	$	9,235,196

Ryan J. Soroka
2024	$	94,000	$	—	$	94,000

Total Forfeited	$	94,000	$	—	$	94,000

Gary G. Smalley
2024	$	275,000	$	—	$	275,000
2023	—		3,494,650		3,494,650
2022	400,000		1,230,299		1,630,299
Total Forfeited	$	675,000	$	4,724,949	$	5,399,949

Ghassan M. Ariqat
2024	$	155,000	$	—	$	155,000


Total Forfeited	$	155,000	$	—	$	155,000

Kristiyan D. Assouri
2024	$	85,000	$	—	$	85,000
Total Forfeited	$	85,000	$	—	$	85,000


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)(6)
Ronald N. Tutor Chairman and CEO	2024	1,900,000	—	14,151,538	5,320,000	4,670,489	26,042,027
	2023	1,900,000	—	10,666,084	6,650,000	1,429,243	20,645,327
	2022	1,900,000	—	8,025,255	3,990,000	961,896	14,877,151
Ryan J. Soroka Executive Vice President and Chief Financial Officer	2024	587,500	—	492,332	546,375	25,366	1,651,573
	2023	479,173	—	259,800	477,966	31,485	1,248,424
Gary G. Smalley President	2024	1,100,000	—	5,908,129	1,598,438	238,418	8,844,985
	2023	1,012,885	—	3,573,484	1,899,144	73,166	6,558,679
	2022	1,000,000	—	—	900,000	69,616	1,969,616
Ghassan M. Ariqat Executive Vice President, Building and Specialty Contractors Groups	2024	775,000	300,000	—	900,938	42,117	2,018,055
	2023	700,000	1,416,667	808,200	350,000	31,952	3,306,819
	2022	575,641	982,852	—	—	29,842	1,588,335
Kristiyan D. Assouri Executive Vice President, Chief Legal Officer and Corporate Compliance Officer	2024	531,251	—	—	494,063	38,481	1,063,795

Michael F. Smithson Former Executive Vice President, Civil Group (7)	2024	435,000	200,000	—	—	2,004,760	2,639,760
	2023	900,000	200,000	—	1,222,500	30,950	2,353,450
	2022	816,667	685,068	—	375,041	24,584	1,901,360


(a)	(b)	(c)	(d)	(e)	(f)
Name	Company Contributions to Defined Contribution Plans ($)(1)	Insurance Premiums ($)(2)	Perquisites ($)(3)	Payments in Connection with Officer’s Termination ($)(4)	Total All Other Compensation ($)(5)
Ronald N. Tutor	—	368,176	4,302,313	—	4,670,489
Ryan J. Soroka	6,900	—	18,466	—	25,366
Gary G. Smalley	6,900	21,544	209,974	—	238,418
Ghassan M. Ariqat	6,900	7,594	27,623	—	42,117
Kristiyan D. Assouri	6,900	—	31,581	—	38,481
Michael F. Smithson	3,881	—	12,075	1,988,804	2,004,760