Primoris Services Corp
For the period ended Apr 30, 2026. Filed Mar 20, 2026.
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Apr 30, 2026 · Filed Mar 20, 2026
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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. For Messrs. Dodgen and Perisich, 100% of the performance scale adopted by the Compensation Committee was based on total Company performance at the time of grant. For Mr. Kinch, 50% of the performance scale was based on total Company performance and 50% of the performance scale was based on the specific business he was responsible for at the time of grant. Based on the performance scale adopted by the Compensation Committee for the 2025 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):
Awards based on total Company and Mr. Kinch’s specific business results are as follows:
| · · · · · | ||
|---|---|---|
| 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% |
For the 2025 performance year, the Compensation Committee established a target LTIP Total Company Operating Margin Percentage of 4.8%. The Compensation Committee concluded that actual Total Company Operating Margin Percentage for the performance year was 5.5%, which represents approximately 114.4% of the target and an achievement percentage of 171.9%.
For the 2025 performance year, the Compensation Committee established a target LTIP Operating Margin Percentage for Mr. Kinch’s specific business of 4.8%. The Compensation Committee concluded that actual Operating Margin Percentage for Mr. Kinch’s specific business for the performance year was 7.4%, which represents approximately 154.4% of the target and an achievement percentage of 200.0%.
The following table details the actual payouts associated with the Operating Margin Percentage component which were paid to our NEOs in shares of Primoris common stock after completion of the performance period ended December 31, 2025:
| · · · · · · · · | |||||
|---|---|---|---|---|---|
| · · · · LTIP Operating · · · · | |||||
| · · · · Margin · · · · | |||||
| · · LTIP PSU Target · · Percentage · · Achievement · · LTIP PSU | |||||
| Name · · Shares · · Component · · Percentage · · Shares Earned(1) | |||||
| Kenneth M. Dodgen | | 22,364 | 30% | 171.9% | 11,532 |
| John M. Perisich | | 25,159 | 30% | 171.9% | 12,973 |
| Jeremy Kinch (2) | | 5,182 | 30% | 171.9% | 2,672 |
| Jeremy Kinch (3) | | 5,181 | 30% | 200% | 3,108 |
| 1 | Calculations may not be exact due to the rounding of the achievement percentage input used in the calculation. |
| 2 | Represents PSUs measured on total Company performance. |
| 3 | Represents PSUs measured on Mr. Kinch’s specific business performance. |
| | ||
|---|---|---|
| 2026 PROXY STATEMENT | PRIMORIS | 61 |
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