Primoris Services Corp

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In 2023, 75% of the equity granted was in the form of PSUs and 25% was in the form of RSUs. RSUs vest over three years in increments of 25% after year one, 25% after year two and 50% after year three. PSUs for the 2023 plan year are eligible to vest over three years in increments of 25% after year one, 25% after year two and 50% after year three. Actual vested shares under PSU awards for any vesting year are determined by performance for that year against metrics as outlined below. The Compensation Committee approved, for the 2023 plan year only, the PSU vesting schedule to be ratable with the aim to effectively transition participants from the ICP. For 2024 and beyond, 65% of the equity granted was in the form of PSUs and 35% was in the form of RSUs. RSUs vest over three years in increments of 25% after year one, 25% after year two and 50% after year three and 100% of the PSUs will cliff vest after year three.

The table below represents the number of PSUs and RSUs granted under the LTIP program in 2024:

The following is the calculation of the shares vesting based on the 2024 performance period:

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 2024 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):

For the 2024 performance year, the Compensation Committee established a target LTIP Cumulative Net Income of $242.7 million. The Compensation Committee concluded that actual net income for the performance year was $304.6 million, which represents approximately 125.5% of the target and an achievement percentage of 200.0%.

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, 2024:

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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 2024 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):