These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
o
|
Preliminary Proxy Statement
|
o
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
þ
|
Definitive Proxy Statement
|
o
|
Definitive Additional Materials
|
o
|
Soliciting Material Pursuant to §240.14a-12
|
þ
|
No fee required
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
|
(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
o
|
Fee paid previously with preliminary materials
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
Date:
|
Thursday, June 5, 2014
|
|
|
Time:
|
10:30 a.m., Pacific Daylight Time
|
|
|
Place:
|
Hyatt Regency Monterey Hotel
|
|
1 Old Golf Course Road
|
|
Monterey, CA 93943
|
Ÿ | To elect three (3) directors for the ensuing three-year term; |
Ÿ | To hold an advisory vote on executive compensation for the Named Executive Officers; |
Ÿ | To ratify the appointment by the Audit/Compliance Committee of PricewaterhouseCoopers LLP as Granite’s independent registered public accounting firm for the fiscal year ending December 31, 2014; and |
Ÿ | To consider any other matters properly brought before the meeting. |
|
By Order of the Board of Directors,
|
|
|
|
![]() |
|
Richard A. Watts
|
|
Senior Vice President, General Counsel and Secretary
|
|
|
Page
|
1
|
||
|
|
|
1
|
||
|
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
|
|
5
|
||
|
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
|
|
9
|
||
|
|
|
|
9
|
|
|
9
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
13
|
|
|
14
|
|
|
14
|
|
|
14
|
|
|
15
|
|
|
15
|
|
|
15
|
|
|
|
|
16
|
||
|
|
|
|
16
|
|
|
16
|
|
|
16
|
|
|
16
|
|
|
17
|
|
|
17
|
|
|
17
|
|
|
17
|
|
|
18
|
|
|
18
|
|
|
18
|
|
|
Page
|
|
18
|
|
|
19
|
|
|
19
|
|
|
19
|
|
|
20
|
|
|
20
|
|
|
21
|
|
|
21
|
|
|
22
|
|
|
22
|
|
|
23
|
|
|
23
|
|
|
23
|
|
|
24
|
|
|
24
|
|
|
25
|
|
|
26
|
|
|
26
|
|
|
26
|
|
|
26
|
|
|
28
|
|
|
34
|
|
|
35
|
|
|
35
|
|
|
35
|
|
|
|
|
37
|
||
|
|
|
39
|
||
|
|
|
39
|
||
|
|
|
40
|
||
|
|
|
41
|
||
|
|
|
42
|
||
|
|
|
|
42
|
|
|
42
|
|
|
|
|
43
|
||
|
|
|
44
|
||
|
|
|
44
|
||
|
|
|
44
|
||
|
|
|
45
|
||
|
|
|
45
|
Ÿ | By Internet: You can vote by Internet by following the instructions in the Notice of Internet Availability of Proxy Materials or by accessing the Internet at https://www.proxyvote.com and following the instructions at that website at any time prior to 11:59 p.m., Eastern Daylight Time, on June 4, 2014; |
Ÿ | By telephone: In the United States and Canada you can vote by telephone using a touch-tone phone by following the instructions in the Notice of Internet Availability of Proxy Materials or by calling 1.800.690.6903 (toll free) and following the instructions at any time prior to 11:59 p.m., Eastern Daylight Time, on June 4, 2014; or |
Ÿ | By mail: If you have received a paper copy of the proxy card by mail you may submit your proxy by completing, signing and dating your proxy card and mailing it in the accompanying pre-addressed envelope. Instructions are also on the proxy card. Your proxy card must be received prior to 11:59 p.m., Eastern Daylight Time, on June 4, 2014. |
Ÿ | By Internet: You can vote by Internet by following the instructions on your proxy card or by accessing the Internet at https://www.proxyvote.com and following the instructions at that website at any time prior to 12:00 p.m. (noon), Eastern Daylight Time, on June 3, 2014; |
Ÿ | By telephone: In the United States and Canada you can vote by telephone using a touch-tone phone by following the instructions on your proxy card or by calling 1.800.690.6903 (toll free) and following the instructions at any time prior to 12:00 p.m. (noon), Eastern Daylight Time, on June 3, 2014; or |
Ÿ | By mail: You can submit your proxy by completing, signing and dating your proxy card and mailing it in the accompanying pre-addressed envelope. Instructions are also on the proxy card. Your proxy card must be received prior to 12:00 p.m. (noon), Eastern Daylight Time, on June 3, 2014. |
Ÿ | For election of each of the three (3) director nominees; |
Ÿ | For the approval of the compensation of the Named Executive Officers as disclosed in this proxy statement; and |
Ÿ | For the ratification of the appointment by the Audit/Compliance Committee of PricewaterhouseCoopers LLP as Granite’s independent registered public accounting firm for the fiscal year ending December 31, 2014. |
![]() |
Gary M. Cusumano
|
Director since 2005
|
Mr. Cusumano retired in 2006 as Chairman of The Newhall Land and Farming Company, a developer of new towns and master-planned communities in North Los Angeles County, in which capacity he served after The Newhall Land and Farming Company was acquired by Lennar and LNR Properties in 2004. Prior to the acquisition, he served as Chief Executive Officer and a director of the Newhall Land and Farming Company, which was traded on the New York Stock Exchange (“NYSE”). He is currently also a member of the boards of directors of Forest Lawn Memorial Parks and Mortuaries, Simpson Manufacturing Co. and the J.G. Boswell Co. We believe that Mr. Cusumano’s experience as chief executive officer and his expertise in the real estate development business qualify him to serve on our Board. Mr. Cusumano holds a B.S. degree in Economics from the University of California, Davis and is a graduate of the Sloan Program at the Stanford University Business School. Age 70.
|
![]() |
James H. Roberts
|
Director since 2011
|
Mr. Roberts joined Granite in 1981 and has served in various capacities, including President and Chief Executive Officer since September 2010. He also served as Executive Vice President and Chief Operating Officer from September 2009 to August 2010, Senior Vice President from May 2004 to September 2009, Granite West Manager from February 2007 to September 2009, Branch Division Manager from May 2004 to February 2007, Vice President and Assistant Branch Division Manager from 1999 to 2004, and Regional Manager of Nevada and Utah Operations from 1995 to 1999. Mr. Roberts served as Chairman of The National Asphalt Pavement Association in 2006. We believe that Mr. Roberts’ knowledge of the construction industry, as well as his intimate knowledge of our business, employees, culture, and competitors, his understanding of the challenges and issues facing the Company and his insider’s perspective of the Company’s day-to-day operations and the strategic direction of the Company, qualify him to serve on our Board. He received a B.S.C.E. in 1979 and an M.S.C.E. in 1980 from the University of California, Berkeley, and an M.B.A. from the University of Southern California in 1981. He also completed the Stanford Executive Program in 2009. Age 57.
|
||
|
|
|
![]() |
Gaddi H. Vasquez
|
Director since 2012
|
Mr. Vasquez has served as Senior Vice President of Government Affairs of Edison International and Southern California Edison, one of the nation’s largest investor owned utility companies principally serving Southern California, since 2013. Prior to that, Mr. Vasquez served as Senior Vice President of Public Affairs from 2010-2013, Vice President of Public Affairs from 2009-2010 and Division Vice President in Public Affairs at Southern California Edison from 1995-2002. Mr. Vasquez also served as executive Director of the Annenberg Foundation Trust at Sunnylands in 2009, as U.S. Ambassador to the United Nations Agencies based in Rome, Italy from 2006-2009, and as Director of the U.S. Peace Corps from 2002-2006. Mr. Vasquez is currently also a member of the National Advisory Board of the Salvation Army, a member of the board of directors the National Association of Latino Elected and Appointed Officials Educational Fund and a member of the board of governors of the California State University Foundation. We believe that Mr. Vasquez’s executive level experience and his experience in public service qualify him to serve on our Board. Mr. Vasquez holds a B.A. degree in Public Service Management from the University of Redlands. Age 59.
|
![]() |
David H. Kelsey
|
Director since 2003
|
Mr. Kelsey has served as Chief Financial Officer of Elevance Renewable Sciences, Inc., a privately-owned producer of high performance specialty chemicals and intermediate chemicals from natural oils, since August 2011. Prior to that, Mr. Kelsey served as Chief Financial Officer of Sealed Air Corporation, an S&P 500 manufacturer of specialty packaging for food and other protective applications, from January 2002 to August 2011. We believe that Mr. Kelsey’s experience as the chief financial officer of a major NYSE-listed company, as well as his in-depth knowledge and understanding of generally accepted accounting principles, experience in preparing, auditing and analyzing financial statements, understanding of internal control over financial reporting, and his understanding of audit committee functions qualify him to serve on our Board. Mr. Kelsey holds a B.S.E. degree in Civil and Geological Engineering from Princeton University and an M.B.A. degree from Harvard University Graduate School of Business. Age 63.
|
![]() |
James W. Bradford, Jr.
|
Director since 2006
|
Mr. Bradford retired in June 2013 as Dean and Ralph Owen Professor for the Practice of Management at Vanderbilt University, Owen School of Management, in which capacities he served since 2005. Between 2002 and March 2005, Mr. Bradford served as Acting Dean, Associate Dean Corporate Relations, Clinical Professor of Management and Adjunct Professor at Vanderbilt University, Owen School of Management. He has also served as President and Chief Executive Officer of United Glass Corporation, and President and Chief Executive Officer of AFG Industries. Mr. Bradford is currently also a member of the boards of directors of Genesco, Inc., Clarcor, Inc., and Cracker Barrel Old Country Store, Inc. We believe that Mr. Bradford’s perspective as an academic, his experience in corporate compliance and governance matters and his knowledge of business strategies and financial matters, combined with his executive-level and legal experiences, qualify him to serve on our Board. Mr. Bradford holds a B.A. degree from the University of Florida and a J.D. degree from Vanderbilt University, and he has completed the Harvard Business School Advanced Management Program. Age 66.
|
![]() |
William G. Dorey
|
Director since 2004
|
Mr. Dorey retired in August 2010 as the Chief Executive Officer and President of Granite, in which capacities he served since 2004 and 2003, respectively. Mr. Dorey joined Granite in 1968 and, prior to being named Chief Executive Officer and President, held a variety of executive-level positions with Granite throughout his career, including Chief Operating Officer, Executive Vice President, Senior Vice President and Branch Division Manager. During this time, Mr. Dorey developed an intimate knowledge of our business, employees, culture, competitors and the effect on our business of various government policies. Mr. Dorey is currently a member of the board of directors of Astec Industries, Inc. We believe that his long history and experience with Granite, and his in-depth knowledge of the construction industry, demonstrate that Mr. Dorey is well qualified to serve on our Board. Mr. Dorey holds a B.S. degree in Construction Engineering from Arizona State University. Age 69.
|
||
|
|
|
![]() |
Rebecca A. McDonald
|
Director since 1994
|
Ms. McDonald retired in 2012 as Chief Executive Officer of Laurus Energy Inc., a position she has held since December 2008. She previously served as President, Gas and Power, BHP Billiton from March 2004 to September 2007. Ms. McDonald is currently a member of the board of directors of Veresen, Inc., Aggreko and ITT Corporation. We believe that Ms. McDonald’s executive-level experience and her wealth of knowledge of business systems and operations qualify her to serve on our Board. Ms. McDonald holds a B.S. degree in Education from Stephen F. Austin State University. Age 61.
|
||
|
|
|
![]() |
William H. Powell
|
Director since 2004
|
Mr. Powell retired in 2006 as Chairman and Chief Executive Officer of National Starch and Chemical Company, a position he had held since 1999, and has served as our Chairman of the Board since September 2009. Mr. Powell is currently a member of the boards of directors of PolyOne Inc. and FMC Corporation. Until June 2009, Mr. Powell was Chairman, Board of Trustees, of State Theatre Performing Arts Center in New Brunswick, New Jersey. We believe that Mr. Powell’s knowledge and experience as chief executive officer of a major global company qualify him to serve on our Board. Mr. Powell holds a B.A. degree in Chemistry and an M.S. in Chemical Engineering from Case Western Reserve University and an M.A. in Business Administration from the University of North Dakota. Age 68.
|
||
|
|
|
![]() |
Claes G. Bjork
|
Director since 2006
|
Mr. Bjork retired in 2002 as Chief Executive Officer of Skanska AB, Sweden, one of the world’s largest construction companies, a position he had held since 1997. Prior to such time, Mr. Bjork held various executive and management positions within Skanska and served as Chairman of Scancem Cement. He is currently a member of the boards of directors of Consolidated Management Group and the Swedish American Chamber of Commerce, and he previously served on the board of Qlik Technologies, Inc. We believe that Mr. Bjork’s past experience as an executive with a major multi-national construction firm and his knowledge and understanding of the construction industry and Granite’s competitors and customers qualify him to serve on our Board. Mr. Bjork studied Civil Engineering in Sweden. Age 68.
|
|
Audit/
Compliance
|
Compensation
|
Nominating
and Corporate
Governance
|
Strategic
Planning
|
Executive
|
|
|
|
|
|
|
Claes G. Bjork
(1)(3)
|
|
X
|
Chair
|
X
|
X
|
James W. Bradford, Jr.
(1)
|
X
|
|
|
Chair
|
X
|
Gary M. Cusumano
|
|
|
|
X
|
|
William G. Dorey
(1)(3)
|
|
|
X
|
X
|
X
|
David H. Kelsey
(1)(3)
|
Chair
|
|
X
|
|
|
Rebecca A. McDonald
(1)
|
X
|
Chair
|
|
|
X
|
William H. Powell
(1)(2)(3)
|
|
X
|
X
|
X
|
Chair
|
James H. Roberts
|
|
|
|
X
|
X
|
Gaddi H. Vasquez
(1)
|
|
X
|
|
X
|
|
|
|
|
|
|
|
Number of Meetings in 2013
|
9
|
6
|
5
|
4
|
2
|
• | Attended meetings of the Compensation Committee as the Committee’s advisor. |
• | Evaluated the competitive positioning of Granite’s executive officers’ base salaries, annual incentive and long-term incentive compensation relative to our peer companies; |
• | Advised on target award levels within the annual and long-term incentive program and, as needed, on actual compensation actions; |
• | Assessed the alignment of executive officer compensation levels relative to our performance against Granite’s peer companies and relative to the Compensation Committee’s articulated compensation philosophy; |
• | Provided advice on the design of Granite’s annual and long-term incentive plans; |
• | Advised on the performance measures and performance targets for the annual and long-term incentive programs; |
• | Assisted with the preparation of the “Compensation Discussion and Analysis” for this proxy statement; |
• | Assessed the potential for material risk within Granite’s compensation policies and practices for all employees, including executive officers. |
• | The executive compensation consultant receives no incentive or other compensation based on the fees charged to Granite for other services provided by Mercer or any of its affiliates; |
• | The executive compensation consultant is not responsible for selling other Mercer or affiliate services to Granite; |
• | Mercer’s professional standards prohibit the executive compensation consultant from considering any other relationships Mercer or any of its affiliates may have with Granite in rendering his or her advice and recommendations; |
• | The Compensation Committee has the sole authority to retain and terminate the executive compensation consultant; |
• | The executive compensation consultant has direct access to the Compensation Committee without management intervention; |
• | The Compensation Committee evaluates the quality and objectivity of the services provided by the executive compensation consultant each year and determines whether to continue to retain the consultant; and |
• | The protocols for the engagement (described below) limit how the executive compensation consultant may interact with management. |
• | A director who, within the last three years is, or has been, an employee of Granite or whose immediate family member is, or has been within the last three years, an executive officer of Granite, may not be deemed independent until three years after the end of such employment relationship. Employment as an interim Chairman or Chief Executive Officer or other executive officer shall not disqualify a director from being considered independent following that employment. |
• | A director who has received, or has an immediate family member who has received, during any twelve-month period within the last three years more than $120,000 in direct compensation from Granite, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), may not be deemed independent. Compensation received by a director for former service as an interim Chairman or Chief Executive Officer or other management and compensation received by an immediate family member for service as an employee of Granite (other than an executive officer) will not be considered in determining independence under this test. |
• | The following directors may not be deemed independent: (A) a director who is a current partner or employee of a firm that is Granite’s internal or external auditor; (B) a director who has an immediate family member who is a current partner of such a firm; (C) a director who has an immediate family member who is a current employee of such a firm and who personally works on Granite’s audit; or (D) a director or immediate family member who was within the last three years a partner or employee of such a firm and personally worked on Granite’s audit within that time. |
• | A director who or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of Granite’s present executive officers at the same time serves or served on that company’s compensation committee may not be deemed independent. |
• | A director who is a current employee or whose immediate family member is a current executive officer of a company that has made payments to, or received payments from, Granite for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues for that fiscal year may not be deemed independent. |
• | Market competitive base salaries at the 50th percentile of comparable positions in the market as the goal; |
• | Actual pay levels reflecting market data, individual experience, tenure and ability to impact business and financial results; |
• | Short-term and long-term goals aligned with the best interests of shareholders, with cash and stock-based incentives earned upon the attainment of pre-established financial and non-financial goals; |
• | A comprehensive benefits program which is available to all salaried employees and includes: medical, dental, vision, life, accidental death and dismemberment insurance, short-term and long-term disability insurance, paid vacation, holiday pay; and |
• | Eligibility, along with other management employees, to participate in our Non-Qualified Deferred Compensation Program. |
• | Adjustments to align total direct compensation closer with market median levels if deemed necessary by the Compensation Committee; |
• | An Annual Incentive Plan (“AIP”) with Return on Net Assets (“RONA”), Operating Cash Flow, Safety and Strategic Objectives as the key performance measures; |
• | A Long-Term Incentive Plan (“LTIP”) that includes a performance-based component and a service-based component. The LTIP performance measure is Relative Total Shareholder Return (“TSR”); and |
• | Stock ownership guidelines. |
• | A primary data source, consisting of a peer group of nine public companies representing the construction, engineering and construction materials industries; and |
• | A secondary data source to supplement the primary data source, consisting of a broad industrial comparator group. |
Company Name
|
Revenues
($ Millions)
|
Total Assets
($ Millions)
|
||||||
|
|
|
||||||
Emcor Group Inc.
|
$
|
6,417
|
$
|
3,466
|
||||
Quanta Services Inc.
|
$
|
6,523
|
$
|
5,793
|
||||
Chicago Bridge & Iron
(1)
|
$
|
11,095
|
$
|
9,390
|
||||
Tutor Perini Corp.
|
$
|
4,176
|
$
|
3,397
|
||||
McDermott International Inc.
|
$
|
2,659
|
$
|
2,807
|
||||
Vulcan Materials Co.
|
$
|
2,771
|
$
|
8,259
|
||||
Martin Marietta Materials
|
$
|
2,156
|
$
|
3,260
|
||||
Dycom Industries Inc.
|
$
|
1,609
|
$
|
1,154
|
||||
Texas Industries Inc.
|
$
|
697
|
$
|
1,636
|
Named
Executive Officer
|
Title During 2013
|
2013
Base
Salary
|
Peer
Group
Median
|
%
Variance
|
|||||||||
James H. Roberts
|
President & Chief Executive Officer (CEO)
|
$
|
750,000
|
$
|
979,000
|
(30
|
%)
|
||||||
Laurel J. Krzeminski
|
Senior Vice President & Chief Financial Officer (CFO)
|
$
|
450,000
|
$
|
515,000
|
(14
|
%)
|
||||||
Michael F. Donnino
|
Senior Vice President & Group Manager
|
$
|
475,000
|
$
|
495,000
|
(4
|
%)
|
||||||
Thomas S. Case
|
Senior Vice President & Group Manager
|
$
|
400,000
|
$
|
495,000
|
(24
|
%)
|
||||||
James D. Richards
|
Senior Vice President & Group Manager
|
$
|
350,000
|
$
|
495,000
|
(41
|
%)
|
||||||
John A. Franich
(1)
|
Senior Vice President & Group Manager
|
$
|
425,000
|
$
|
495,000
|
(16
|
%)
|
Annual Incentive Opportunity
|
||||||||||||||||||||||||||||
Named Executive |
2013 Base
|
% of Base Salary
|
($)
|
|||||||||||||||||||||||||
Officer
|
Salary
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||||||
James H. Roberts
|
$
|
750,000
|
57.5
|
%
|
115
|
%
|
230
|
%
|
$
|
431,250
|
$
|
862,500
|
$
|
1,725,000
|
||||||||||||||
Laurel J. Krzeminski
|
$
|
450,000
|
30.0
|
%
|
60
|
%
|
120
|
%
|
$
|
135,000
|
$
|
270,000
|
$
|
540,000
|
||||||||||||||
Michael F. Donnino
|
$
|
475,000
|
37.5
|
%
|
75
|
%
|
150
|
%
|
$
|
178,125
|
$
|
356,250
|
$
|
712,500
|
||||||||||||||
Thomas S. Case
|
$
|
400,000
|
37.5
|
%
|
75
|
%
|
150
|
%
|
$
|
150,000
|
$
|
300,000
|
$
|
600,000
|
||||||||||||||
James D. Richards
|
$
|
350,000
|
37.5
|
%
|
75
|
%
|
150
|
%
|
$
|
131,250
|
$
|
262,500
|
$
|
525,000
|
||||||||||||||
John A. Franich
(1)
|
$
|
425,000
|
37.5
|
%
|
75
|
%
|
150
|
%
|
$
|
159,375
|
$
|
318,750
|
$
|
637,500
|
Annual Incentive
Plan Metrics
and Weightings
|
RONA
(% of WACC)
20%
|
OCF Margin
30%
|
Strategic Metrics
40%
|
Corporate Safety
10%
|
Performance Level
|
RONA
|
OCF Margin
|
Corporate Safety
|
|
|
|
|
Maximum
|
8.4%
|
7.5%
|
1.4
|
Target
|
6.3%
|
5.0%
|
1.8
|
Threshold
|
4.2%
|
3.0%
|
2.4
|
Actual Performance
(1)
|
0.2%
|
0.2%
|
2.0
|
Actual Payout (% of target)
|
0%
|
0%
|
0
(2)
|
Named Executive Officer
|
Target
Annual Incentive
|
Actual
Annual Incentive
|
Actual Annual
Incentive
(% of Target Opportunity)
|
|||||||||
|
|
|
|
|||||||||
James H. Roberts
|
$
|
862,500
|
$
|
45,177
|
5
|
%
|
||||||
Laurel J. Krzeminski
|
$
|
270,000
|
$
|
14,142
|
5
|
%
|
||||||
Michael F. Donnino
|
$
|
356,250
|
$
|
85,763
|
24
|
%
|
||||||
Thomas S. Case
|
$
|
300,000
|
$
|
12,571
|
4
|
%
|
||||||
James D. Richards
|
$
|
262,500
|
$
|
6,875
|
3
|
%
|
||||||
John A. Franich
(1)
|
$
|
318,750
|
-
|
-
|
Named Executive Officer
|
2013 LTIP Incentive Target Opportunity
|
|||
|
|
|||
James H. Roberts
|
$
|
1,700,000
|
||
Laurel J. Krzeminski
|
$
|
550,000
|
||
Michael F. Donnino
|
$
|
600,000
|
||
Thomas S. Case
|
$
|
550,000
|
||
James D. Richards
|
$
|
400,000
|
||
John A. Franich
|
$
|
550,000
|
|
Weighting
|
|
|
Performance Award
|
66.7%
|
|
|
Service Award
|
33.3%
|
|
|
Total
|
100%
|
•
Dycom Industries Inc.
|
•
Aegion Corporation (formerly Insituform Technologies)
|
•
Shaw Group Inc.
|
•
Emcor Group Inc.
|
•
Jacobs Engineering Group Inc.
|
•
Texas Industries
|
•
Fluor Corp.
|
•
Martin Marietta Materials
|
•
URS Corp.
|
•
Headwaters Inc.
|
•
Quanta Services Inc.
|
•
Vulcan Materials Co.
|
Rank
|
Payout (% of Target)
|
|
|
1 -2 of 13
|
200%
|
3 of 13
|
180%
|
4 of 13
|
160%
|
5 of 13
|
140%
|
6 of 13
|
120%
|
7 of 13
|
100%
|
8 of 13
|
83.3%
|
9 of 13
|
66.7%
|
10 of 13
|
50%
|
11 -13 of 13
|
0%
|
TSR Performance Period
|
Award Opportunity
|
Payout Timing
(if award earned based on performance)
|
|
|
|
January 1, 2011 – December 31, 2011
|
1/3
rd
of 2011 TSR Award
|
Q1 2012 (Award Complete)
|
January 1, 2011 – December 31, 2012
|
1/3
rd
of 2011 TSR Award
|
Q1 2013 (Award Complete)
|
January 1, 2011 – December 31, 2013
|
1/3
rd
of 2011 TSR Award
|
Q1 2014 (Award Complete)
|
January 1, 2012 – December 31, 2012
|
1/3
rd
of 2012 TSR Award
|
Q1 2013 (Award Complete)
|
January 1, 2012 – December 31, 2013
|
1/3
rd
of 2012 TSR Award
|
Q1 2014 (Award Complete)
|
January 1, 2012 – December 31, 2014
|
1/3
rd
of 2012 TSR Award
|
Q1 2015
|
January 1, 2013 – December 31, 2015
|
100% of 2013 TSR Award
|
Q1 2016
|
Named Executive Officer
|
Target TSR
Incentive |
Actual TSR
Incentive |
Restricted Stock
Units Awarded (1) |
|||||||||
|
|
|
|
|||||||||
James H. Roberts
|
$
|
333,333
|
$
|
277,667
|
10,550
|
|||||||
Laurel J. Krzeminski
|
$
|
122,210
|
$
|
101,801
|
3,868
|
|||||||
Michael F. Donnino
|
$
|
133,333
|
$
|
111,067
|
4,220
|
|||||||
Thomas S. Case
|
$
|
122,210
|
$
|
101,801
|
3,868
|
|||||||
James D. Richards
(2)
|
-
|
-
|
-
|
|||||||||
John A. Franich
(3)
|
$
|
122,210
|
-
|
-
|
Named Executive Officer
|
Target TSR
Incentive |
Actual TSR
Incentive |
Restricted Stock
Units Awarded (1) |
|||||||||
|
|
|
|
|||||||||
James H. Roberts
|
$
|
166,650
|
$
|
111,156
|
4,247
|
|||||||
Laurel J. Krzeminski
|
$
|
55,550
|
$
|
37,052
|
1,416
|
|||||||
Michael F. Donnino
|
$
|
66,666
|
$
|
44,466
|
1,699
|
|||||||
Thomas S. Case
|
$
|
61,105
|
$
|
40,757
|
1,557
|
|||||||
James D. Richards
(2)
|
-
|
-
|
-
|
|||||||||
John A. Franich
(3)
|
$
|
61,103
|
-
|
-
|
Named Executive Officer
|
Service Award
|
Restricted Stock Units Awarded
(1)
|
||||||
|
|
|
||||||
James H. Roberts
|
$
|
566,667
|
18,157
|
|||||
Laurel J. Krzeminski
|
$
|
183,333
|
5,874
|
|||||
Michael F. Donnino
|
$
|
200,000
|
6,408
|
|||||
Thomas S. Case
|
$
|
183,333
|
5,874
|
|||||
James D. Richards
|
$
|
133,333
|
4,272
|
|||||
John A. Franich
(2)
|
$
|
183,333
|
5,874
|
• | Chief Executive Officer: 3 x annual base salary |
• | Other Executive Officers: 1.5 x annual base salary |
• | Shares owned outright by the executive officer or his or her immediate family members residing in the same household, whether held individually or jointly; |
• | Shares represented by restricted stock awards or units where the restrictions have lapsed; |
• | Shares held for the executive officer’s account in the Granite Construction Profit Sharing and 401(k) Plan (“401(k) Plan”); and |
• | Shares held in trust for the benefit of the executive officer or his or her family. |
Named Executive Officer
|
Base Salary
|
Stock
Ownership
as Multiple
of Base
|
Required
Value of
Stock
Ownership
|
Date to be
Achieved
(1)
|
# Vested
Shares
Owned
(2)
|
Value of
Shares
Owned
(3)
|
Percentage
of
Attainment
|
||||||||||||||||||
James H. Roberts
|
$
|
750,000
|
3
|
x
|
$
|
2,250,000
|
May 2014
|
158,337
|
$
|
5,538,628
|
246
|
%
|
|||||||||||||
Laurel J. Krzeminski
|
$
|
450,000
|
1.5
|
x
|
$
|
675,000
|
Nov. 2015
|
22,290
|
$
|
779,704
|
116
|
%
|
|||||||||||||
Michael F. Donnino
|
$
|
475,000
|
1.5
|
x
|
$
|
712,500
|
May 2014
|
66,636
|
$
|
2,330,927
|
327
|
%
|
|||||||||||||
Thomas S. Case
|
$
|
400,000
|
1.5
|
x
|
$
|
600,000
|
Jan. 2015
|
20,553
|
$
|
718,944
|
120
|
%
|
|||||||||||||
James D. Richards
|
$
|
350,000
|
1.5
|
x
|
$
|
525,000
|
Jan. 2018
|
17,431
|
$
|
609,736
|
116
|
%
|
• | Allows executive officers to defer 50% of their base compensation and 100% of their incentive compensation (cash and equity); |
• | Allows participants to choose from a menu of investment options. Granite determines the investment options for the NQDC menu and may add or remove investment options based on a review of the performance of the particular investment; |
• | Includes a Rabbi Trust, which provides participants a measure of added security that benefit obligations will be satisfied; |
• | Includes an option under which participants can voluntarily direct Granite to purchase life insurance on their behalf and are eligible for a survivor benefit equal to one year’s base salary payable in the event of death. The survivor benefit is payable only while the participant is employed with Granite. |
• | Provide an incentive to the existing management to continue their employment with Granite during the pendency of a potential change-in-control transaction; and |
• | Attract and retain executives by reducing their concerns regarding future employment following a change-in-control. |
• | A lump sum payment equal to three times the participant’s annual base salary rate in effect immediately prior to the participant’s termination; |
• | A lump sum payment equal to three times the average of the aggregate of all annual incentive bonuses earned by the participant for the three fiscal years immediately preceding the fiscal year of the change-in-control; |
• | A lump sum payment equal to the average of the aggregate annual employer contribution, less applicable withholding, made on behalf of the participant for the three fiscal years preceding the fiscal year of the change-in-control to the 401(k) Plan, and any other retirement plan in effect immediately prior to the change-in-control; |
• | A lump sum payment equal to three times the average annual premium cost for group health, life, and long-term disability benefits, provided for the three fiscal years preceding the fiscal year of termination; |
• | Accelerated vesting of equity awards in accordance with the provisions contained in such plans; and |
• | Reasonable professional outplacement services for the participant until the earlier of two years following the date of termination or the date on which the participant obtains employment. |
Position
|
Severance Multiple
|
|
|
Chief Executive Officer
|
2.99x
|
Chief Financial Officer
|
2x
|
Other Senior Vice Presidents and Officers
|
1x
|
• | A “change-in-control” is defined as (i) a merger, consolidation or acquisition of Granite where our shareholders do not retain a majority interest in the surviving or acquiring corporation; (ii) the transfer of substantially all of our assets to a corporation not controlled by Granite or its shareholders; or (iii) the transfer to affiliated persons of more than 30% of our voting stock, which leads to a change of a majority of the members of the Board of Directors; and |
• | “Good reason” means (i) a material diminution in the participant’s authority, duties or responsibilities, causing the participant’s position to be of materially lesser rank or responsibility within Granite or an equivalent business unit of its parent; (ii) a decrease in the participant’s base salary rate; (iii) relocation of the participant’s work place that increases the regular commute distance between the participant’s residence and work place by more than 30 miles (one way); or (iv) any material breach of the plan by Granite with respect to the participant during a change-in-control period. |
Rebecca A. McDonald, Chair
|
William H. Powell
|
Claes G. Bjork
|
Gaddi Vasquez
|
Named Executive Officer
and Position (a)
|
Year
(b)
|
Salary
(c)
|
Bonus
(1)
(d)
|
Stock
Awards
(2)
(e)
|
Non-Equity
Incentive Plan
Compensation
(3)
(f)
|
All Other
Compensation
(4)
(g)
|
Total
(h)
|
||||||||||||||||||
James H. Roberts
|
2013
|
$
|
750,000
|
$
|
64,801
|
$
|
1,398,289
|
$
|
45,177
|
$
|
124,778
|
$
|
2,383,045
|
||||||||||||
President & CEO
|
2012
|
$
|
660,000
|
$
|
722,364
|
$
|
552,195
|
$
|
127,444
|
$
|
2,062,003
|
||||||||||||||
(Principal Executive Officer)
|
2011
|
$
|
500,000
|
$
|
500,000
|
$
|
636,379
|
$
|
122,789
|
$
|
1,759,168
|
||||||||||||||
|
|
||||||||||||||||||||||||
Laurel J. Krzeminski
|
2013
|
$
|
450,000
|
$
|
9,629
|
$
|
478,985
|
$
|
14,142
|
$
|
43,957
|
$
|
996,713
|
||||||||||||
Senior Vice President & CFO
|
2012
|
$
|
425,000
|
$
|
257,462
|
$
|
176,864
|
$
|
46,173
|
$
|
905,499
|
||||||||||||||
(Principal Financial Officer)
|
2011
|
$
|
350,000
|
$
|
166,700
|
$
|
178,113
|
$
|
38,195
|
$
|
733,008
|
||||||||||||||
|
|
||||||||||||||||||||||||
Michael F. Donnino
|
2013
|
$
|
475,000
|
$
|
33,986
|
$
|
532,636
|
$
|
85,763
|
$
|
65,726
|
$
|
1,193,111
|
||||||||||||
Senior Vice President
|
2012
|
$
|
400,000
|
$
|
288,928
|
$
|
223,075
|
$
|
66,299
|
$
|
978,302
|
||||||||||||||
and Group Manager
|
2011
|
$
|
400,000
|
$
|
200,000
|
$
|
282,894
|
$
|
57,483
|
$
|
940,377
|
||||||||||||||
|
|
||||||||||||||||||||||||
Thomas S. Case
|
2013
|
$
|
400,000
|
$
|
31,862
|
$
|
488,255
|
$
|
12,571
|
$
|
202,745
|
$
|
1,135,433
|
||||||||||||
Senior Vice President
|
2012
|
$
|
375,000
|
$
|
264,880
|
$
|
152,883
|
$
|
55,409
|
$
|
848,172
|
||||||||||||||
and Group Manager
|
2011
|
$
|
375,000
|
$
|
183,370
|
$
|
205,154
|
$
|
49,631
|
$
|
813,155
|
||||||||||||||
|
|
||||||||||||||||||||||||
James D. Richards
|
2013
|
$
|
350,000
|
$
|
6,103
|
$
|
191,477
|
$
|
6,875
|
$
|
150,392
|
$
|
704,847
|
||||||||||||
Senior Vice President
|
|
||||||||||||||||||||||||
and Group Manager
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
John A. Franich
|
2013
|
$
|
249,904
|
-
|
$
|
488,255
|
-
|
$
|
642,336
|
(5)
|
$
|
1,380,495
|
|||||||||||||
Former Senior Vice President
|
2012
|
$
|
375,000
|
$
|
264,880
|
$
|
152,883
|
$
|
45,996
|
$
|
838,759
|
||||||||||||||
And Group Manager
|
2011
|
$
|
375,000
|
$
|
183,370
|
$
|
232,328
|
$
|
40,176
|
$
|
830,874
|
Named Executive
Officer
(a)
|
401(k)
Match
(1)
(b)
|
Dividends
(2)
(c)
|
Vehicle
Allowances
(3)
(d)
|
Insurance
(4)
(e)
|
Other
(5)
(f)
|
Total
(g)
|
||||||||||||||||||
James H. Roberts
|
$
|
7,070
|
$
|
85,175
|
$
|
17,004
|
$
|
15,529
|
-
|
$
|
124,778
|
|||||||||||||
Laurel J. Krzeminski
|
$
|
7,070
|
$
|
6,523
|
$
|
17,004
|
$
|
13,360
|
-
|
$
|
43,957
|
|||||||||||||
Michael F. Donnino
|
$
|
7,070
|
$
|
29,020
|
$
|
17,004
|
$
|
11,612
|
$
|
1,020
|
$
|
65,726
|
||||||||||||
Thomas S. Case
|
$
|
6,312
|
$
|
14,090
|
$
|
17,004
|
$
|
15,339
|
$
|
150,000
|
$
|
202,745
|
||||||||||||
James D. Richards
|
$
|
5,506
|
$
|
8,299
|
$
|
12,000
|
$
|
18,152
|
$
|
106,435
|
$
|
150,392
|
||||||||||||
John A. Franich
|
$
|
6,447
|
$
|
3,289
|
$
|
9,919
|
$
|
9,174
|
$
|
613,507
|
$
|
642,336
|
|
|
Estimated Future Payouts under
Non-Equity Incentive Plan Awards
(1)
|
Estimated Future Payouts under
Equity Incentive Plan Awards
(2)
|
|
|
|||||||||||||||||||||||||||||||
Named Executive Officer
(a)
|
Grant
Date
(b)
|
Threshold
(c)
|
Target
(d)
|
Maximum
(e)
|
Threshold
(f)
|
Target
(g)
|
Maximum
(h)
|
All Other Stock Awards: Number of Shares or Stock Units
(i)
|
Grant Date Fair Value of Stock Awards
(j)
|
|||||||||||||||||||||||||||
James H. Roberts
|
-
|
$
|
431,250
|
$
|
862,500
|
$
|
1,725,000
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
|
-
|
-
|
-
|
-
|
-
|
$
|
1,700,000
|
$
|
2,833,000
|
-
|
-
|
|||||||||||||||||||||||||
|
03/14/13
|
-
|
-
|
-
|
-
|
-
|
-
|
18,157
|
(3)
|
$
|
566,667
|
|||||||||||||||||||||||||
|
03/14/13
|
-
|
-
|
-
|
-
|
-
|
-
|
26,646
|
(4)
|
$
|
831,622
|
|||||||||||||||||||||||||
Laurel J. Krzeminski
|
-
|
$
|
135,000
|
$
|
270,000
|
$
|
540,000
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
|
-
|
-
|
-
|
-
|
-
|
$
|
550,000
|
$
|
917,000
|
-
|
-
|
|||||||||||||||||||||||||
|
03/14/13
|
-
|
-
|
-
|
-
|
-
|
-
|
5,874
|
(3)
|
$
|
183,333
|
|||||||||||||||||||||||||
|
03/14/13
|
-
|
-
|
-
|
-
|
-
|
-
|
9,473
|
(4)
|
$
|
295,652
|
|||||||||||||||||||||||||
Michael F. Donnino
|
-
|
$
|
178,125
|
$
|
356,250
|
$
|
712,500
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
|
-
|
-
|
-
|
-
|
-
|
$
|
600,000
|
$
|
1,000,000
|
-
|
-
|
|||||||||||||||||||||||||
|
03/14/13
|
-
|
-
|
-
|
-
|
-
|
-
|
6,408
|
(3)
|
$
|
200,000
|
|||||||||||||||||||||||||
|
03/14/13
|
-
|
-
|
-
|
-
|
-
|
-
|
10,658
|
(4)
|
$
|
332,636
|
|||||||||||||||||||||||||
Thomas S. Case
|
-
|
$
|
150,000
|
$
|
300,000
|
$
|
600,000
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
|
-
|
-
|
-
|
-
|
-
|
$
|
550,000
|
$
|
917,000
|
-
|
-
|
|||||||||||||||||||||||||
|
03/14/13
|
-
|
-
|
-
|
-
|
-
|
-
|
5,874
|
(3)
|
$
|
183,333
|
|||||||||||||||||||||||||
|
03/14/13
|
-
|
-
|
-
|
-
|
-
|
-
|
9,770
|
(4)
|
$
|
304,922
|
|||||||||||||||||||||||||
James D. Richards
(5)
|
-
|
$
|
131,250
|
$
|
262,500
|
$
|
525,000
|
-
|
$
|
400,000
|
$
|
667,000
|
4,272
|
(3)
|
$
|
133,333
|
||||||||||||||||||||
|
1,863
|
(5)
|
$
|
58,144
|
||||||||||||||||||||||||||||||||
John A. Franich
(6)
|
$
|
159,375
|
$
|
318,750
|
$
|
637,500
|
$
|
550,000
|
$
|
917,000
|
5,874
|
$
|
183,333
|
|||||||||||||||||||||||
|
9,770
|
$
|
304,922
|
Stock Awards
|
||||||||
Named Executive Officer (a)
|
Number of Shares or
Units of Stock That
Have Not Vested
(1)
(b)
|
Market Value of Shares
or Units of Stock That
Have Not Vested
(2)
(c)
|
||||||
James H. Roberts
|
36,580
|
(4)
|
$
|
1,279,568
|
||||
Laurel J. Krzeminski
|
12,409
|
(4)
|
$
|
434,067
|
||||
Michael F. Donnino
|
13,763
|
(4)
|
$
|
481,430
|
||||
Thomas S. Case
|
12,617
|
(4)
|
$
|
441,343
|
||||
James D. Richards
|
10,098
|
$
|
353,228
|
|||||
John A. Franich
(3)
|
-
|
-
|
|
|
Number of Shares Underlying Vesting Awards
|
||||
Vesting Date
|
Award Type
|
James H.
Roberts
|
Laurel J. Krzeminski
|
Michael F.
Donnino
|
Thomas S.
Case
|
James D. Richards
|
2014
|
|
|
|
|
|
|
03/11/2014
|
Restricted Stock Units
|
6,262
|
2,088
|
2,505
|
2,296
|
1,653
|
03/14/2014
|
Restricted Stock Units
|
12,082
|
4,164
|
4,543
|
4,164
|
3,034
|
01/01/2014
|
Restricted Stock Units
|
|
|
|
|
296
|
2015
|
|
|
|
|
|
|
03/14/2015
|
Restricted Stock Units
|
12,083
|
4,166
|
4,543
|
4,166
|
3,035
|
2016
|
|
|
|
|
|
|
03/14/2016
|
Restricted Stock Units
|
6,153
|
1,991
|
2,172
|
1,991
|
2,080
|
Stock Awards
|
||||||||
Named Executive Officer (a)
|
Number of Shares
Acquired on Vesting
(b)
|
Value Realized upon
Vesting
(1)
(c)
|
||||||
James H. Roberts
|
42,393
|
$
|
1,337,280
|
|||||
Laurel J. Krzeminski
|
15,037
|
$
|
474,500
|
|||||
Michael F. Donnino
|
9,541
|
$
|
300,802
|
|||||
Thomas S. Case
|
18,932
|
$
|
595,207
|
|||||
James D. Richards
|
8,258
|
$
|
258,057
|
|||||
John A. Franich
|
15,219
|
$
|
479,764
|
Named Executive Officer (a)
|
Executive
Contribution in
Last Fiscal Year
(1)(2)
(b)
|
Registrant Contributions in
Last Fiscal Year
(c)
|
Aggregate
Earnings in Last Fiscal Year
(3)
(d)
|
Aggregate Withdrawals/
Distributions
(e)
|
Aggregate
Balance at Last Fiscal Year End
(f)
|
|||||||||||||||
James H. Roberts
|
$
|
14,993
|
-
|
$
|
88,517
|
-
|
$
|
483,919
|
||||||||||||
Laurel J. Krzeminski
|
$
|
35,373
|
-
|
$
|
15,817
|
-
|
$
|
123,764
|
||||||||||||
Michael F. Donnino
|
$
|
299,427
|
-
|
$
|
107,750
|
-
|
$
|
1,604,422
|
||||||||||||
Thomas S. Case
|
-
|
-
|
$
|
3
|
-
|
$
|
79,055
|
|||||||||||||
James D. Richards
|
-
|
-
|
-
|
-
|
-
|
Named Executive Officer (a)
|
Cash Severance
Payment
(1)
(b)
|
Insurance
Benefits
(2)
(c)
|
Other
Compensation
(3)
(d)
|
Accelerated Equity Awards
(4)
(e)
|
Total
(f)
|
|||||||||||||||
James H. Roberts
|
$
|
3,536,723
|
$
|
52,379
|
$
|
4,023
|
$
|
1,279,568
|
$
|
4,872,693
|
||||||||||
Laurel J. Krzeminski
|
$
|
1,772,986
|
$
|
50,217
|
$
|
4,023
|
$
|
434,067
|
$
|
2,211,293
|
||||||||||
Michael F. Donnino
|
$
|
2,043,882
|
$
|
38,909
|
$
|
4,023
|
$
|
481,430
|
$
|
2,568,244
|
||||||||||
Thomas S. Case
|
$
|
1,671,878
|
$
|
52,190
|
$
|
3,771
|
$
|
441,343
|
$
|
2,169,182
|
||||||||||
James D. Richards
|
$
|
416,963
|
$
|
17,371
|
$
|
3,268
|
$
|
353,228
|
$
|
790,830
|
1. | Cash retainers are paid in quarterly installments. No additional fees are paid for attendance at meetings whether in person or telephonically; |
2. | The Chairman of the Board’s retainer is inclusive of all Committee retainers; and |
3. | Directors, other than the Chairman of the Board, receive an annual grant of Restricted Stock Units valued at $100,000 on the date of grant. The Chairman of the Board receives an annual grant of Restricted Stock Units equal to $150,000 in value on the date of grant. All Restricted Stock Units vest in full on the first anniversary of the date of grant (typically May 20 th of each year). |
Annual Board Retainers
|
|
|
|||
Member
|
$
|
70,000
|
|
||
Chairman of the Board
|
$
|
150,000
|
|
||
|
|
||||
Annual Committee Retainers
|
|
||||
Audit
|
$
|
10,000
|
|
||
Audit Chair
|
$
|
20,000
|
|
||
Nominating and Corporate Governance
|
$
|
5,000
|
|
||
Nominating and Corporate Governance Chair
|
$
|
15,000
|
|
||
Compensation
|
$
|
5,000
|
|
||
Compensation Chair
|
$
|
17,000
|
|
||
Strategic Planning
|
$
|
5,000
|
|
||
Strategic Planning Chair
|
$
|
15,000
|
|
||
Executive
|
$
|
5,000
|
|
||
|
|
||||
Annual Equity Grants
|
|
||||
Member
|
$
|
100,000
|
Restricted Stock Units
|
||
Chairman of the Board
|
$
|
150,000
|
Restricted Stock Units
|
Name (a)
|
Fees Earned
or Paid in Cash
(1)
(b)
|
Unit Award
(2)
(c)
|
All Other
Compensation
(3)
(d)
|
Total
(e)
|
||||||||||||
Claes G. Bjork
(4)
|
$
|
100,000
|
$
|
100,000
|
$
|
5,254
|
$
|
205,254
|
||||||||
James W. Bradford, Jr.
|
$
|
100,000
|
$
|
100,000
|
$
|
2,292
|
$
|
202,292
|
||||||||
Gary M. Cusumano
|
$
|
75,000
|
$
|
100,000
|
$
|
1,885
|
$
|
176,885
|
||||||||
William G. Dorey
|
$
|
82,500
|
$
|
100,000
|
$
|
1,885
|
$
|
184,385
|
||||||||
David H. Kelsey
(4)
|
$
|
95,000
|
$
|
100,000
|
$
|
6,206
|
$
|
201,206
|
||||||||
Rebecca A. McDonald
|
$
|
102,000
|
$
|
100,000
|
$
|
4,524
|
$
|
206,524
|
||||||||
William H. Powell
|
$
|
150,000
|
$
|
150,000
|
$
|
2,827
|
$
|
302,827
|
||||||||
Gaddi H. Vasquez
(4)
|
$
|
80,000
|
$
|
100,000
|
$
|
1,614
|
$
|
181,614
|
Name
|
Amount and Nature
Beneficial
Ownership
(1
)
|
Percentage (%)
of Common Stock Outstanding
(2)
|
||||||
|
|
|
||||||
BlackRock, Inc
(3)
|
3,072,567
|
7.88
|
%
|
|||||
40 East 52nd Street, New York, NY 10022
|
||||||||
Franklin Advisory Services, LLC
(4)
|
2,625,615
|
6.73
|
%
|
|||||
One Parker Plaza, Ninth Floor, Fort Lee, NJ 07024
|
||||||||
Heartland Advisors, Inc
.(5)
|
2,655,225
|
6.81
|
%
|
|||||
789 North Water Street, Milwaukee, WI 53202
|
||||||||
The Vanguard Group
(6)
|
1,957,800
|
5.02
|
%
|
|||||
100 Vanguard Blvd., Malvern, PA 19353
|
||||||||
|
||||||||
Claes G. Bjork
(7)
|
14,093
|
*
|
||||||
James W. Bradford, Jr.
(8)
|
17,589
|
*
|
||||||
Gary M. Cusumano
(9)
|
17,773
|
*
|
||||||
William G. Dorey
(10)
|
143,760
|
*
|
||||||
David H. Kelsey
(11)
|
13,745
|
*
|
||||||
Rebecca A. McDonald
(12)
|
11,546
|
*
|
||||||
William H. Powell
|
42,543
|
*
|
||||||
Gaddi H. Vasquez
|
2,319
|
*
|
||||||
Thomas S. Case
(13)
|
25,414
|
*
|
||||||
Michael F. Donnino
(14)
|
70,029
|
*
|
||||||
Laurel J. Krzeminski
(15)
|
29,559
|
*
|
||||||
Martin P. Matheson
(16)
|
2,247
|
*
|
||||||
James D. Richards
(17)
|
17,140
|
*
|
||||||
James H. Roberts
(18)
|
190,428
|
*
|
||||||
All Executive Officers and Directors As a Group (15 Persons)
(7-18) (19)
|
599,860
|
1.54
|
%
|
Plan Category
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
(a)
(1)
|
Weighted average exercise price of outstanding options, warrants and rights
(b)
(2)
|
Number of Securities remaining available for future issuance under equity compensation plans
(excluding stock reflected in column (a))
(c)
|
|||||||||
Equity Compensation Plans Approved by Shareholders
|
839,201
|
$
|
38.88
|
1, 632,932
|
||||||||
Equity Compensation Plans Not Approved by Shareholders
|
-
|
-
|
-
|
|||||||||
Total
|
839,201
|
$
|
38.88
|
1,
632,932
|
David H. Kelsey, Chair
|
Rebecca A. McDonald
|
James W. Bradford, Jr.
|
|
|
2013
|
2012
|
||||||
Audit Fees
(1)
|
$
|
2,785,950
|
$
|
3,289,564
|
||||
Audit-Related Fees
(2)
|
$
|
92,500
|
$
|
450,750
|
||||
All Other Fees
(3)
|
$
|
6,800
|
$
|
6,800
|
||||
Total
|
$
|
2,885,250
|
$
|
3,747,114
|
• | Market competitive base salaries, with the 50th percentile of comparable positions in the market as the starting point; |
• | Actual pay levels reflecting market data, individual experience, tenure and ability to impact business and financial results; |
• | Short-term and long-term goals aligned with the best interests of shareholders, with cash and stock-based incentives earned upon the attainment of pre-established financial and non-financial goals; |
• | A comprehensive benefits program which is available to all salaried employees and includes: medical, dental, vision, life, accidental death and dismemberment insurance, short-term and long-term disability insurance, paid vacation and holiday pay; and |
• | Eligibility, along with other key management employees, to participate in our Non-Qualified Deferred Compensation Program and a program offering periodic medical examinations. |
|
![]() |
|
|
|
Richard A. Watts
|
|
Senior Vice President, General Counsel and Secretary
|
![]()
Granite Construction Incorporated
585 West Beach Street
Watsonville, CA 95076
ATTN: Betty Kwong
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 PM Eastern Time on June 4, 2014 (until 12:00 PM (noon) EDT on June 3, 2014 if you are a 401(k) Participant. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 PM Eastern Time on June 4, 2014 (until 12:00 PM (noon) EDT on June 3, 2014 if you are a 401(k) Participant). Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
KEEP THIS PORTION FOR YOUR RECORD
|
|
DETACH AND RETURN THIS PORTION ONLY
|
The Board of Directors recommends you vote FOR the following:
|
|||||
|
|
|
|
|
|
1.
|
Election of Directors
Nominees
|
For
|
Against
|
Abstain
|
|
1a.
|
Gary M. Cusumano
|
o | o | o |
|
|
|
|
|
|
|
1b. |
James H. Roberts
|
o | o | o | |
|
|
|
|
|
|
1c. |
Gaddi H. Vasquez
|
o | o | o | |
|
|
|
|
|
|
The Board of Directors recommends you vote FOR proposals 2 and 3.
|
|||||
|
|
For
|
Against
|
Abstain
|
|
2. |
Advisory vote to approve executive compensation of the named executive officers.
|
o | o | o | |
|
|
|
|
|
|
3. |
To ratify the appointment by the Audit/Compliance Committee of PricewaterhouseCoopers LLP as Granite's independent registered public accounting firm for the fiscal year ending December 31, 2014.
|
o | o | o |
|
|
Yes
|
No
|
|
|
|
Please indicate if you plan to attend this meeting | o | o | ||||
|
|
|
|
|
||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
Date
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting & Proxy Statement and, Annual Report (which includes a copy of the Form 10-K) is/are available at
www.proxyvote.com
.
|
||
|
||
GRANITE CONSTRUCTION INCORPORATED Annual
Meeting of Shareholders
June 5, 2014 10:30 AM PDT
This proxy is solicited by the Board of Directors
SPECIAL INSTRUCTIONS FOR 401(k) PARTICIPANTS: In accordance with the terms of the Trust Agreement for each of the 401(k) Plan, Mercer has delegated its authority to vote all the shares of stock in GRANITE CONSTRUCTION INCORPORATED beneficially held for the 401(k) Participant, as applicable, to Broadridge. Any shares allocable to the participant’s 401(k) account on the record date will be voted by Broadridge in accordance with the instructions of the participant received via telephone or the Internet or indicated on the reverse. IF THIS PROXY CARD IS RECEIVED BEFORE 12:00 PM (noon) Eastern Daylight Time on June 3, 2014, BUT A CHOICE IS NOT SPECIFIED, BROADRIDGE WILL VOTE SHARES ALLOCABLE TO THE PARTICIPANT’S 401(k) AS THE BOARD OF DIRECTORS RECOMMENDS. IF THIS FORM IS NOT RECEIVED BEFORE 12:00 PM (noon) Eastern Daylight Time on June 3, 2014, AND NO VOTE WAS SUBMITTED VIA TELEPHONE OR THE INTERNET BY THAT DATE, SHARES ALLOCABLE TO THE PARTICIPANT’S 401(k) WILL NOT BE VOTED. The 401(k) Participants may revoke a prior vote by following the instructions described in Granite’s Proxy Statement dated April 25, 2014. The voting direction submitted to Broadridge by the 401(k) Participants will be confidential.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side
|
![]()
Granite Construction Incorporated
585 West Beach Street
Watsonville, CA 95076
ATTN: Betty Kwong
|
VOTE BY INTERNET
-
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 PM Eastern Time on June 4, 2014 (until 12:00 PM (noon) EDT on June 3, 2014 if you are a 401(k) Participant. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 PM Eastern Time on June 4, 2014 (until 12:00 PM (noon) EDT on June 3, 2014 if you are a 401(k) Participant). Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION ONLY
|
The Board of Directors recommends you vote FOR the following:
|
|||||
|
|
|
|
|
|
1.
|
Election of Directors
Nominees
|
For
|
Against
|
Abstain
|
|
1a.
|
Gary M. Cusumano
|
o | o | o |
|
|
|
|
|
|
|
1b.
|
James H. Roberts
|
o | o | o | |
|
|
|
|
|
|
1c. |
Gaddi H. Vasquez
|
o | o | o | |
|
|
|
|
|
|
The Board of Directors recommends you vote FOR proposals 2 and 3.
|
|||||
|
|
For
|
Against
|
Abstain
|
|
2.
|
Advisory vote to approve executive compensation of the named executive officers.
|
o | o | o | |
|
|
|
|
|
|
3.
|
To ratify the appointment by the Audit/Compliance Committee of PricewaterhouseCoopers LLP as Granite's independent registered public accounting firm for the fiscal year ending December 31, 2014.
|
o | o | o |
|
|
Yes
|
No
|
|
|
|
Please indicate if you plan to attend this meeting
|
o | o | ||||
|
|
|
|
|
||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
Date
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting & Proxy Statement and, Annual Report (which includes a copy of the Form 10-K) is/are available at
www.proxyvote.com
.
|
||
|
||
GRANITE CONSTRUCTION INCORPORATED Annual
Meeting of Shareholders
June 5, 2014 10:30 AM PDT
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) James H. Roberts and Laurel J. Krzeminski and each of them with full power of substitution to represent and to vote all the shares of stock in GRANITE CONSTRUCTION INCORPORATED which the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:30 AM Pacific Daylight Time on June 5, 2014, at the Hyatt Regency Monterey Hotel, 1 Old Golf Course Road, Monterey, California 93943, and any adjournment or postponement thereof, (1) as specified upon the proposals listed on the reverse side of this card and as more particularly described in Granite's Proxy Statement dated April 25, 2014, and (2) in their discretion upon such other matters as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side
|
|
|
Meeting
Information
|
|
GRANITE CONSTRUCTION INCORPORATED
|
|
Meetin
g
T
ype
:
Annual Meeting
|
|
|
|
Fo
r
holder
s
a
s
of
:
April 11, 2014
|
|
|
|
Date
:
June 05, 2014
|
Time
:
10:30 AM PDT
|
![]() |
|
Location:
|
Hyatt Regency Monterey Hotel
1 Old Golf Course Road
Monterey, California 93943
For directions please call:
831-724-1011
|
Granite Construction Incorporated
585 West Beach Street
Watsonville, CA 95076
ATTN: Betty Kwong
|
You are receiving this communication because you hold shares in the above named company
.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet
.
You may view the proxy materials online at
www.proxyvote.co
m
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
|
|
See the reverse side of this notice to obtain proxy materials and voting instructions.
|
|
Proxy Materials Available to VIEW or RECEIVE:
1.
Notice
of
Annual
Meeting
&
Proxy
Statement
and
2.
Annual
Report
(which
includes
a
copy
of
the
Form
10-K)
H
o
w
to
View
Online:
Have the information that is printed in the box marked by the arrow
è
XXXX XXXX XXXX (located on the following page) and visit:
www.proxyvote.com
.
H
o
w
to
Request
and
Recei
v
e
a
P
APER
or
E-MAIL
Co
p
y
:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy
.
Please choose one of the following methods to make your request:
1)
B
Y
INTERNE
T
:
www.proxyvote.com
2)
B
Y
TELEPHON
E
:
1-800-579-1639
3
)
B
Y
E-MAIL
*
:
sendmaterial@proxyvote.com
*
If
requesting
materials
by
e-mail,
please
send
a
blank
e-mail
with
the
information
that
is
printed
in
the
box
marked
by
the
arrow
è
XXXX XXXX XXXX
located
on
the
following
page)
in
the
subject
line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 22, 2014 to facilitate timely delivery.
|
|
|
V
ot
e
I
n
P
erson
:
Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
è
XXXX XXXX XXXX available and follow the instructions.
V
ot
e
B
y
Mail
:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
|
|
Voting items
|
1. | Election of Directors |
1a. | Gary M. Cusumano |
1b. | James H. Roberts |
1c. | Gaddi H. Vasquez |
2. | Advisory vote to approve executive compensation of the named executive officers. |
3. | To ratify the appointment by the Audit/Compliance Committee of PricewaterhouseCoopers LLP as Granite's independent registered public accounting firm for the fiscal year ending December 31, 2014. |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
General Electric Company | GE |
Omega Flex, Inc. | OFLX |
Paycom Software, Inc. | PAYC |
Bank of America Corporation | BAC |
Citigroup Inc. | C |
JPMorgan Chase & Co. | JPM |
Wells Fargo & Company | WFC |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|