Primoris Services Corp
For the period ended May 1, 2024. Filed Mar 22, 2024.
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May 1, 2024 · Filed Mar 22, 2024
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Contents
Operating Margin Percentage Component
| · Name · · · Total Grant (in units at target) · · · PSUs Granted (in units at target) · · · RSUs Granted (in units) · | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Thomas E. McCormick | | | | | 168,365 | | | | | | 126,273 | | | | | | 42,092 | | |
| | Kenneth M. Dodgen | | | | | 59,638 | | | | | | 44,728 | | | | | | 14,910 | | |
| | John M. Perisich | | | | | 67,093 | | | | | | 50,319 | | | | | | 16,774 | | |
| | John F. Moreno Jr.(1) | | | | | 79,274 | | | | | | 59,455 | | | | | | 19,819 | | |
Mr. Moreno separated from the Company on May 22,2023. Pursuant to the terms of the separation agreement, the Company accelerated the vesting of the 19,819 RSUs and the 59,455 PSUs were forfeited.
Cumulative Net Income Component
The Net Income Component of the LTIP is based on cumulative net income. Vesting occurs only if actual cumulative net income is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2023 performance year, NEOs could earn PSU awards for this component of the LTIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):
| · If Net Income is (in millions) · · · % of Target · · · Achievement % · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Below $89.8 (threshold) | | | Less than 75% | | | | | 0% | | |
| | $89.8 | | | 75% | | | | | 25% | | |
| | $119.7 (target) | | | 100% | | | | | 100% | | |
| | At or above $143.7 (maximum) | | | 120% | | | | | 200% | | |
For the 2023 performance year, the Compensation Committee established a target LTIP Cumulative Net Income of $119.7 million. The Compensation Committee concluded that actual net income for the performance year was $125.4 million, which represents approximately 104.8% of the target and an achievement percentage of 123.8%.
The following table details the actual payouts associated with the LTIP Cumulative Net Income component which were paid to our NEOs in shares of Primoris common stock after completion of the performance period ended December 31, 2023:
| · Name · · · LTIP PSU Target Shares · · · LTIP Cumulative Net Income Component · · · Achievement Percentage · · · LTIP PSU Shares Earned(1) · | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Thomas E. McCormick | | | | | 31,569 | | | | | | 70% | | | | | | 123.8% | | | | | | 27,362 | | |
| | Kenneth M. Dodgen | | | | | 11,182 | | | | | | 70% | | | | | | 123.8% | | | | | | 9,693 | | |
| | John M. Perisich | | | | | 12,580 | | | | | | 70% | | | | | | 123.8% | | | | | | 10,905 | | |
Operating Margin Percentage Component
The Operating Margin Percentage of the LTIP is based on the annual operating margin percentage. A vesting occurs only if actual operating margin percentage is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2023 performance year, NEOs could earn PSU awards for this component of the LTIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):
| · If Operating Margin is · · · % of Target · · · Achievement % · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Below 3.60% (threshold) | | | Less than 75% | | | | | 0% | | |
| | 3.60% | | | 75% | | | | | 25% | | |
| | 4.80% (target) | | | 100% | | | | | 100% | | |
| | At or above 5.76% (maximum) | | | 120% | | | | | 200% | | |
| 2024 PROXY STATEMENT | PRIMORIS | 51 |
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