UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

GRANITE CONSTRUCTION INCORPORATED

(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 the appropriate box):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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GRANITE CONSTRUCTION INCORPORATED

585 West Beach Street

Watsonville, California 95076

 

Notice of Annual Meeting of Shareholders

April 23, 2019

 

 

 

 

Purposes of the Meeting:

 

 

Who May Attend the Meeting:

 

Only shareholders, persons holding proxies from shareholders and invited representatives of the media and financial community may attend the meeting.

 

What to Bring:

 

If you received a Notice of Internet Availability of Proxy Materials, please bring that Notice with you. If your shares are held in the name of a broker, trust, bank, or other nominee, you will need to bring a proxy or letter from that broker, trust, bank, or other nominee that confirms you are the beneficial owner of those shares. If you hold shares through the Granite Construction Profit Sharing and 401(k) Plan, you will need to bring proof of ownership of the shares.

 

Record Date:

 

The record date for the 2019 Annual Meeting of Shareholders is April 12, 2019. This means that if you own Granite stock at the close of business on that date, you are entitled to receive notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

 

Annual Report:

 

We have included a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with the proxy materials on Granite's website.

 

Shareholder List:

 

For 10 days prior to the meeting, a complete list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose related to the meeting during regular business hours at Granite's headquarters located at 585 West Beach Street, Watsonville, CA 95076. The shareholder list will also be available at the annual meeting.

 

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Information about the Notice of Internet Availability of Proxy Materials:

 

Instead of mailing a printed copy of our proxy materials, including our Annual Report, to each shareholder of record, we will provide access to these materials online. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about April 23, 2019, we will begin mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of April 12, 2019, other than persons who hold shares in the Granite Construction Profit Sharing and 401(k) Plan (such persons, the "401(k) Participants" and such plan, the "401(k) Plan"). We will also post our proxy materials on the website referenced in the notice (https://www.proxyvote.com). All 401(k) Participants will receive a package in the mail that includes all proxy materials. The proxy materials will be mailed to all 401(k) Participants on or about April 23, 2019.

 

All shareholders may choose to access our proxy materials online or may request to receive a printed set of our proxy materials. In addition, the notice and website provide information regarding how you may request to receive proxy materials in printed form by mail on an ongoing basis.

 

Proxy Voting:

 

Your vote is important. Please vote your proxy promptly so your shares can be represented at the annual meeting even if you plan to attend the meeting. Shareholders, including 401(k) Participants, can vote by Internet, telephone or mail. Shareholders, other than 401(k) Participants, may revoke a proxy and vote in person if attending the meeting.

 

To get directions to the 2019 Annual Meeting of Shareholders, call our Investor Relations Department at 831.724.1011 or visit our website at www.graniteconstruction.com at the "Investors" site.

 

By Order of the Board of Directors,

 

 

 

M. Craig Hall

Senior Vice President, General Counsel, Corporate Compliance Officer and Secretary

 

 

 

 

 

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GRANITE CONSTRUCTION INCORPORATED

585 West Beach Street

Watsonville, California 95076

 

PROXY STATEMENT

 

As more fully described in the Notice of Internet Availability of Proxy Materials, Granite Construction Incorporated, a Delaware corporation (referred to herein as "we," "us," "our," "Granite" or the "Company"), on behalf of its Board of Directors, has made its proxy materials available to you on the Internet in connection with Granite's 2019 Annual Meeting of Shareholders, which will take place on June 6, 2019 at 10:30 a.m., Pacific Time, at the Carmel Valley Ranch, 1 Old Ranch Road, Carmel, California, 93923. The Notice of Internet Availability of Proxy Materials was mailed to all Granite shareholders of record, except 401(k) Participants, on or about April 23, 2019, and our proxy materials were posted on the website referenced in the Notice of Internet Availability of Proxy Materials and made available to shareholders on April 23, 2019. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. The proxy materials were mailed to all 401(k) Participants on or about April 23, 2019.

 

Granite, on behalf of its Board of Directors, is soliciting your proxy to vote your shares at the 2019 Annual Meeting of Shareholders or any subsequent adjournment or postponement. We solicit proxies to give all shareholders of record an opportunity to vote on the matters listed in the accompanying notice and/or any other matters that may be presented at the annual meeting. In this proxy statement you will find information on these matters, which is provided to assist you in voting your shares.

 

Granite was incorporated in Delaware in January 1990 as the holding company for Granite Construction Company, which was incorporated in California in 1922. All dates in this proxy statement referring to service with Granite also include periods of service with Granite Construction Company, if applicable.

 

VOTING INFORMATION

 

Who Pays for This Solicitation?

 

Granite pays for the cost of this proxy solicitation. We will request brokers, trusts, banks and other nominees to solicit their customers who own our stock. We will reimburse their reasonable, out-of-pocket expenses for doing this. Our directors, officers and employees may also solicit proxies by mail, telephone, personal contact, or through online methods without additional compensation.

 

Who Can Vote?

 

You will have received notice of the annual meeting and can vote if you were a shareholder of record of Granite's common stock as of the close of business on April 12, 2019. You are entitled to one vote for each share of Granite common stock that you own. You may vote all shares owned by you as of the record date, including shares held directly in your name as the shareholder of record and shares held for you as the beneficial owner through a broker, trust, bank or other nominee. As of the close of business on April 12, 2019, there were 46,812,424 shares of common stock issued and outstanding.

 

How Do I Vote and What Is the Deadline for Voting My Shares?

 

Shareholders, other than 401(k) Participants, have the option to vote by proxy in the following three ways:

 

 

 

 

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Please refer to the Notice of Internet Availability of Proxy Materials or the information your broker, trust, bank or other nominee provides you for more information on the above options. If you vote your shares over the Internet or by telephone, you should not return a proxy card by mail (unless you are revoking your previous proxy).

 

401(k) Participants have the option to vote by proxy in the following three ways:

 

 

 

 

If you vote your shares over the Internet or telephone, you should not return a proxy card by mail (unless you are revoking your previous proxy).

 

What Is the Voting Requirement To Approve the Proposals?

 

If there is a quorum, nominees for election to the Board in an uncontested election who receive the affirmative vote of a majority of the votes cast will be elected as members of our Board of Directors for the upcoming three-year term and until his/her successor is elected and qualified or he/she resigns or until his/her death, retirement or removal, or other cause identified in Granite's bylaws. This means that a majority of votes cast "for" the election of a nominee must exceed the number of votes cast "against" the nominee's election. Each of the other matters identified in the Notice of Meeting will be approved if it receives the affirmative vote of a majority of the votes cast affirmatively or negatively on such matter. Any other matters properly proposed at the meeting, including a motion to adjourn the annual meeting to another time or place (including for the purpose of soliciting additional proxies), will also be determined by a majority of the votes cast affirmatively or negatively, except as otherwise required by law or by Granite's Certificate of Incorporation, as amended, or bylaws.

 

If you hold shares through a broker, trust, bank or other nominee (i.e., in "street name"), and you do not provide your broker, trust, bank or other nominee with voting instructions, "broker non-votes" may occur. Generally, a broker non-vote occurs when a broker, trust, bank or other nominee who holds shares for a beneficial owner does not vote on a particular matter (i.e., a non-routine matter) because the broker, trust, bank or other nominee does not have discretionary voting power with respect to that matter and has not received instructions on such matter from the beneficial owner. Among our proposals, a broker, trust, bank or other nominee will have discretionary voting power only with respect to the proposal 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, 2019.

 

How Are Votes Counted?

 

In the election of directors and for all other proposals, you may vote "For," "Against" or "Abstain" with respect to each of the nominees and proposals. If you elect to abstain in the election of directors or any of the other matters, the abstention will not impact the outcome of these matters. In tabulating the voting results for the election of directors and such other matters, only "For" and "Against" votes are counted for purposes of determining whether a majority has been obtained. Abstentions and broker non-votes are not considered to be votes cast affirmatively or negatively and therefore will have no effect on the outcome of the vote on any of these matters.

 

If you vote by proxy card, telephone or the Internet, your shares will be voted at the annual meeting in the manner you indicated. James H. Roberts and Jigisha Desai are officers of the Company and were named by our Board of Directors as proxy holders. They will vote all proxies, or record an abstention, in accordance with the directions on the proxy. If no contrary direction is given, the shares will be voted as recommended by the Board of Directors. This proxy statement contains a description of each item that you are to vote on along with our Board's recommendations. Below is a summary of our Board's recommendations:

 

 

 

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As to any other matter that may be properly proposed at the annual meeting, including a motion to adjourn the annual meeting to another time or place, the shares will be voted in the discretion of the persons named on your proxy card.

 

After I Vote by Proxy Can I Change or Revoke My Proxy?

 

You can change your vote or revoke your proxy at any time before the annual meeting. Shareholders, other than 401(k) Participants, may change their vote by: (i) voting again by Internet at any time prior to 11:59 p.m., Eastern Time, on June 5, 2019, if you originally voted by Internet, (ii) voting again by telephone at any time prior to 11:59 p.m., Eastern Time, on June 5, 2019, if you originally voted by telephone, or (iii) returning a later dated proxy card such that it is received prior to 11:59 p.m., Eastern Time, on June 5, 2019, if you voted by mail. Shareholders, other than 401(k) Participants, may also revoke their proxy by filing with our Secretary a written revocation that is received by us before the polls close at the annual meeting. All 401(k) Participants may change their vote by: (i) voting again by Internet at any time prior to 12:00 p.m. (noon), Eastern Time, on June 4, 2019, if you originally voted by Internet, (ii) voting again by telephone at any time prior to 12:00 p.m. (noon), Eastern Time, on June 4, 2019, if you originally voted by telephone, or (iii) returning a later dated proxy card such that it is received prior to 12:00 p.m. (noon), Eastern Time, on June 4, 2019, if you voted by mail. Except for 401(k) Participants, shareholders may also change their vote or revoke their proxy by attending the annual meeting and voting in person if they are a shareholder of record.

 

If you hold your shares through a broker, bank, trust or other nominee, please refer to the information forwarded by your broker, bank, trust or other nominee for procedures on revoking your proxy.

 

Can I Vote at the Annual Meeting Instead of Voting by Proxy?

 

You may attend the annual meeting and, except for 401(k) Participants, vote in person instead of voting by proxy. However, even if you intend to attend the meeting we strongly encourage you to vote by Internet, telephone or mail prior to the meeting to ensure that your shares are voted. Although Granite's 401(k) Participants may attend the meeting, they cannot vote in person at the meeting.

 

What Constitutes a Quorum?

 

Granite's bylaws require a quorum to be present in order to transact business at the meeting. A quorum consists of a majority of the shares entitled to vote, either in person or represented by proxy. In determining a quorum, we count shares voted for or against, abstentions and broker non-votes as being present.

 

Who Supervises the Voting at the Meeting?

 

Granite's bylaws and policies specify that, prior to the annual meeting; management will appoint an independent Inspector of Elections to supervise the voting at the meeting and count the votes for each proposal following the closing of the polls at the annual meeting. The Inspector decides all questions as to the qualification of voters, the validity of proxy cards and the acceptance or rejection of votes. Before assuming his or her duties, the Inspector will take and sign an oath that he or she will faithfully perform his or her duties both impartially and to the best of his or her ability.

 

How Can I Find Out the Voting Results?

 

We will announce preliminary voting results at the annual meeting, and final results will be published on a Form 8-K to be filed with the Securities and Exchange Commission (the "SEC") within four business days following the annual meeting. If the final results are not available at that time, we will provide preliminary results in the Form 8-K, and we will provide the final results in an amendment to the Form 8-K as soon as they become available.

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Proposal 1: Election of Directors

 

The Board of Directors is divided into three classes. We keep the classes as equal in number as reasonably possible; however, the number of directors in a class depends on the total number of directors at any given time. Each director serves for a term of three years. The classes are arranged so that the terms of the directors in each class expire at successive annual meetings. This means that shareholders annually elect approximately one-third of the members of the Board. The Board currently consists of eleven directors.

 

The terms of Claes G. Bjork, Patricia D. Galloway, Alan P. Krusi and Jeffrey J. Lyash will expire at the 2019 Annual Meeting. The Board has nominated Claes G. Bjork, Patricia D. Galloway, Alan P. Krusi and Jeffrey J. Lyash for new terms. If elected, each of the nominees will serve as a director until the 2022 Annual Meeting and until his or her successor is elected and qualified or he or she resigns or until his or her death, retirement or removal, or other cause identified in Granite's bylaws.

 

James W. Bradford, Jr. was elected to his present term of office at the 2018 Annual Meeting. Pursuant to Granite’s retirement policy, Mr. Bradford’s service on the Board would normally conclude at this year’s Annual Meeting. However, upon recommendation of the Nominating and Corporate Governance Committee, the Board, at its February 6, 2019 meeting, approved an amendment to its retirement policy that will allow Mr. Bradford to remain on the Board until 2020.

 

Management knows of no reason why any of these nominees would be unable or unwilling to serve. All nominees have accepted the nomination and agreed to serve as a director if elected by the shareholders. However, if any nominee should for any reason become unable or unwilling to serve between the date of the proxy statement and the annual meeting, the Board may designate a new nominee and the persons named as proxies will vote for that substitute nominee.

 

BOARD OF DIRECTORS RECOMMENDATION

 

The Board of Directors unanimously recommends a vote "FOR" each of the above-named nominees.

 

 

Director Qualifications

 

The following paragraphs provide information as of the date of this proxy statement about each director and director nominee. The information presented includes information each director or director nominee has given us about his or her age, all positions he or she holds with Granite, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each director's and director nominee's specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, the Board also believes that all of our directors and director nominees have a reputation for integrity, honesty and adherence to high ethical standards. The Board also believes that all of our directors have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Granite and our Board.

 

 

Nominees for Director with Terms Expiring at the 2022 Annual Meeting

 

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Nominees for Director with Terms Expiring at the 2022 Annual Meeting

 

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Continuing Directors with Terms Expiring at the 2020 Annual Meeting

 

 

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Continuing Directors with Terms Expiring at the 2020 Annual Meeting

 

 

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Continuing Directors with Terms Expiring at the 2021 Annual Meeting

 

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Information About the Board of Directors and Corporate Governance

 

Committees of the Board

 

The following chart shows the standing committees of the Board of Directors, the current membership of the committees and the number of meetings held by each committee in 2018.

 

⁽¹⁾ Independent directors pursuant to the listing standards of the NYSE.

⁽²⁾ Chairman of the Board.

 

Audit/Compliance Committee

 

All members of the Audit/Compliance Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the NYSE. Each member also satisfies the independence requirements for audit committee members of public companies established by the SEC. The Board has determined that Mr. Kelsey meets the criteria as an audit committee financial expert as defined by the SEC rules. The Board of Directors has also determined that all members of the Audit/Compliance Committee are financially literate as required by the listing standards of the NYSE. The Audit/Compliance Committee has direct responsibility for risk oversight related to accounting matters, financial reporting, and enterprise, legal and compliance risks. A more complete description of the risk responsibility, functions and activities of the Audit/Compliance Committee can be found under "Board Leadership Structure and its Role in Risk Oversight" on page 11 of this proxy statement and in "Report of the Audit/Compliance Committee" on page 40 as well as in the Audit/Compliance Committee charter. You can view and print the Audit/Compliance Committee charter on Granite's website. See "Granite Website" below.

 

Compensation Committee

 

All members of the Compensation Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the NYSE. The Compensation Committee reviews and approves all aspects of compensation for our directors, our Chief Executive Officer and our other executive officers. In addition, the Compensation Committee is responsible for risks related to employment policies and our compensation and benefit systems, including consideration of whether any risks associated with such policies and systems are likely to have a material adverse effect on Granite. The Compensation Committee also reviews our overall compensation plans and strategies and makes recommendations to the Board for their consideration and approval. The Chief Executive Officer attends Compensation Committee meetings and recommends annual salary levels, incentive compensation and payouts for other executive officers for the Compensation Committee's approval. The Compensation Committee also administers the 2012 Equity Incentive Plan and the Amended and Restated 1999 Equity Incentive Plan, as amended (the "1999 Equity Plan"), with respect to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Compensation Committee may delegate any of its responsibilities to a subcommittee composed of one or more members of the Committee. If you desire additional information concerning the Compensation Committee, you can read the Compensation Committee charter on Granite's website. See "Granite Website" below.

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Nominating and Corporate Governance Committee

 

All members of the Nominating and Corporate Governance Committee are non-employee directors who are determined by the Board to be independent under the listing standards of the NYSE. The Nominating and Corporate Governance Committee recommends and nominates persons to serve on the Board. The Nominating and Corporate Governance Committee also develops and recommends corporate governance principles and practices to the Board and oversees the annual evaluations of the Board and certain senior executive officers of the Company. Additionally, the Nominating and Corporate Governance Committee oversees risks associated with our Corporate Governance Guidelines and Policies and Code of Conduct. The Nominating and Corporate Governance Committee's policy for considering director candidates, including shareholder recommendations, is discussed in more detail below under the heading "Board of Directors' Nomination Policy." This policy and the Nominating and Corporate Governance Committee charter are available on Granite's website. See "Granite Website" below.

 

Executive Committee

 

The Executive Committee's responsibility is to carry out the powers and authority of the Board in the management of Granite's business within limits set by the Board. The Executive Committee also meets regularly to consider the approval of certain large project bidding decisions, as well as to assess and monitor ongoing risks and contingencies related to large projects. The scope of the Executive Committee's authority is determined in accordance with the "Delegation of Authority and Policy" as adopted and revised from time to time by the Board.

 

Role of the Compensation Consultant

 

The Compensation Committee directly retained the services of Frederic W. Cook & Co., Inc. ("FW Cook") to provide advice and recommendations to the Compensation Committee on executive officer and Board of Director compensation programs..

 

During 2018, FW Cook provided the following services to the Compensation Committee related to executive officer compensation:

 

 

 

 

 

 

 

 

 

Based in part on the policies and procedures FW Cook and the Compensation Committee have in place, the Compensation Committee believes that the advice it receives from the executive compensation consultant, a FW Cook representative, is objective and not influenced by FW Cook’s or its affiliates' relationships with Granite. These policies and procedures include:

 

 

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In retaining FW Cook, the Compensation Committee considered the six factors set forth in Exchange Act Rule 10C-1(b)(4)(i) through (vi) and concluded that no conflict of interest existed that would prevent FW Cook from serving as an independent compensation consultant to the Compensation Committee.

 

While it is necessary for the executive compensation consultant to interact with management to gather information, the Compensation Committee has adopted protocols governing if and when the executive compensation consultant's advice and recommendations can be shared with management. These protocols are included in the Compensation Committee’s engagement letters with FW Cook. The Compensation Committee also determines the appropriate forum for receiving the executive compensation consultant's recommendations. Where appropriate, management invitees are present to provide context for the recommendations.

 

The Lead Director and Executive Sessions

 

Our bylaws provide that in the event the Chairman of the Board does not meet the independence requirements of the rules and regulations of the SEC and the listing standards of the NYSE, the directors shall elect a Lead Director to serve for a two-year term or until such time, if earlier, at which an independent Chairman is elected. Because Claes G. Bjork, the current Chairman of the Board, is an independent director, we currently do not have a Lead Director. In his capacity as Chairman, Mr. Bjork chairs all Board meetings and presides over all executive sessions of the non-employee members of the Board.  

 

Board Leadership Structure and Its Role in Risk Oversight

 

The Board of Directors has determined that having an independent director serve as the Chairman of the Board is in the best interest of Granite and its shareholders at this time. The Board believes that having a strong independent director serve as Chairman promotes greater oversight of Granite by the independent directors and provides for greater management accountability. The structure ensures more active participation by the independent directors in setting the Board's agenda and establishing the Board's priorities. However, the Board, in accordance with its Corporate Governance Guidelines and Policies, retains the flexibility to decide, as new circumstances arise, whether or not to combine or separate the position of Chairman and Chief Executive Officer.

 

As with all companies, we face a variety of risks in our business. Our Board of Directors is responsible for oversight of our Company's risks, and effective risk management is a top priority of the Board and management. The Board believes that having a system in place for risk management and implementing strategies responsive to our risk profile and exposures will adequately identify our material risks in a timely manner. In order to more efficiently manage these risks, the Board has delegated certain risk management oversight responsibilities to relevant Board committees.

 

The Audit/Compliance Committee has direct responsibility for risk oversight relating to accounting matters, financial reporting, and enterprise, legal and compliance risks. Our Chief Financial Officer (who is responsible for managing the risk management function), General Counsel (who serves as our Corporate Compliance Officer), Director of Internal Audit, management, and independent registered public accounting firm, PricewaterhouseCoopers LLP, all report directly to, and meet with, the Audit/Compliance Committee on a regular basis. The Audit/Compliance Committee and the Board also meet periodically with management to review Granite's major financial risk exposures and the steps that management has taken to monitor and control such exposures, which include Granite's risk assessment and risk management policies.

 

The Executive Committee is responsible for overseeing management's efforts to assess risks related to the decision to bid on large projects, and monitoring ongoing risks and contingencies related to those projects. The Compensation Committee is responsible for overseeing the management of risks which are mitigated by our employment policies and our compensation and benefits systems, and the Nominating and Corporate Governance Committee oversees the management of risks which are mitigated by our Corporate

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Governance Guidelines and Policies and Code of Conduct, including compliance with listing standards for independent directors and committee assignments. The committee chairs report on risk related matters to the full Board from time to time as appropriate.

 

Board of Directors' Nomination Policy

 

Evaluation Criteria and Procedures

 

Members of the Board of Directors of Granite are divided into three classes and are nominated for election for staggered three-year terms. The Board, its members, its committee structure, its governance plans and its overall performance are continuously reviewed. Included in this review is a careful evaluation of the diversity of skills and experience of Board members weighed against Granite's current and emerging operating and strategic challenges and opportunities. The Board of Directors makes every effort to nominate individuals who bring a variety of complementary skills and, as a group, possess the appropriate skills and experience to oversee our business. Accordingly, although diversity is a consideration in the nominating and evaluation process, the Nominating and Corporate Governance Committee and the Board of Directors do not have a formal policy with respect to the consideration of diversity. Evaluations are made on the basis of observations and interviews with management and with Board members conducted annually by the Nominating and Corporate Governance Committee.

 

Current Board members whose performance, capabilities, and experience meet Granite's expectations and needs are nominated for re-election in the year of their respective term's completion. In accordance with Granite's Corporate Governance Guidelines and Policies, Board members will not stand for re-nomination and no proposed candidate will be re-nominated if the nominee’s 72^nd birthday occurs prior to the annual meeting of shareholders in the year of re-nomination or nomination. Moreover Directors will retire no later than the first annual meeting of shareholders immediately following their 72^nd birthday. The Board granted an exception to this policy for Messrs. Bjork and Bradford upon recommendation of the Nominating and Corporate Governance Committee.

 

Each member of the Board of Directors must meet a set of core criteria, referred to as the "three C's": Character, Capability and Commitment. Granite was founded by persons of outstanding character, and it is Granite's intention to ensure that it continues to be governed by persons of high integrity and worthy of the trust of its shareholders. Further, Granite intends to recruit and select persons whose capabilities, including their educational background, their work and life experiences, and their demonstrated records of performance will ensure that Granite's Board will have the balance of expertise and judgment required for its long-term performance and growth. Finally, Granite will recruit and select only those persons who demonstrate they have the commitment to devote the time, energy, and effort required to guarantee Granite will have the highest possible level of leadership and governance.

 

In addition to the three C's, the Board recruitment and selection process assures that the Board composition meets all of the relevant standards for independence and specific expertise. For each new recruitment process, a set of specific criteria is determined by the Nominating and Corporate Governance Committee with the assistance of the Chairman of the Board and an executive search firm, if the Committee deems engagement of such a firm appropriate. These criteria may specify, for example, the type of industry or geographic experience that would be useful to maintain and improve the balance of skills and knowledge on the Board. After the search criteria are established, an executive search firm is typically engaged to use its professional skills and its data sources and contacts, including current Granite Board members and officers, to identify appropriate candidates. The credentials of a set of qualified candidates provided by the search process are submitted for review by the Nominating and Corporate Governance Committee, the Chairman of the Board and senior officers. Based on this review, the Nominating and Corporate Governance Committee invites the top candidates for personal interviews with the Nominating and Corporate Governance Committee and Granite's executive management team.

 

Normally, the search, review and interview process results in a single nominee to fill a specific vacancy. However, a given search may be aimed at producing more than one nominee, or the search for a single nominee may result in multiple candidates of such capability and character that multiple candidates might be nominated and the Board may be expanded accordingly.

 

It is Granite's intention that this search and nomination process consider qualified candidates referred by a wide variety of sources, including all of Granite's constituents - its customers, employees and shareholders and members of the communities in which it operates. The Nominating and Corporate Governance Committee is responsible for assuring that relevant sources of potential candidates have been appropriately canvassed.

 

The Board used the evaluation criteria and procedures listed in this section to nominate and appoint Mr. Bjork, Dr. Galloway, Mr. Krusi and Mr. Lyash for election at the Annual Meeting.

 

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Shareholder Recommendation and Direct Nomination of Board Candidates

 

Consistent with our bylaws and the Nominating and Corporate Governance Committee charter, Granite will review and consider for nomination any candidate for membership to the Board recommended by a shareholder, utilizing the same evaluation criteria and selection process described in “Evaluation Criteria and Procedures” above. The Committee will consider nominees to the Board recommended by shareholders. Shareholders wishing to recommend a candidate for consideration in connection with an election at a specific annual meeting should notify Granite well in advance of the meeting date to allow adequate time for the review process and preparation of the proxy statement, and in no event later than December 25, 2019 with respect to direct nominations.

 

In addition, Granite's bylaws provide that any shareholder entitled to vote in the election of directors may directly nominate a candidate or candidates for election at a meeting provided that timely notice of his or her intention to make such nomination is given. To be timely, a shareholder nomination for a director to be elected at an annual meeting must be received at Granite's principal office, addressed to the Corporate Secretary, not less than 120 days prior to the first anniversary of the date the proxy statement for the preceding year's annual meeting of shareholders was released to shareholders and must contain the information specified in our bylaws. If no meeting was held in the previous year, the date of the annual meeting is changed by more than 30 calendar days from the previous year, or in the event of a special meeting, to be on time, the notice must be delivered by the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was made.

 

To be timely, a shareholder nomination for a director to be elected at the 2020 Annual Meeting of Shareholders must be received at Granite's principal office, addressed to the Corporate Secretary, on or before December 25, 2019. For further information, see "Shareholder Proposals to be Presented at the 2020 Annual Meeting of Shareholders."

 

Director Independence

 

Under the listing standards of the NYSE, a director is considered independent if the Board determines that the director has no material relationship with Granite. In determining independence, the Board considers pertinent facts and circumstances including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The Board follows these guidelines, established by the NYSE, when assessing the independence of a director:

 

 

 

 

 

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The Board reviews the independence of all non-employee directors every year. For the review, the Board relies on information from responses to questionnaires completed by directors and other sources. Directors are required to immediately inform the Nominating and Corporate Governance Committee of any material changes in their or their immediate family members' relationships or circumstances that could impact or change their independence status.

 

The following non-employee directors are independent under the listing standards of the NYSE: Claes G. Bjork, James W. Bradford, Jr., David C. Darnell, Patricia D. Galloway, David H. Kelsey, Alan P. Krusi, Jeffrey J. Lyash, Celeste B. Mastin, Michael F. McNally and Gaddi H. Vasquez.

 

Board and Annual Shareholder Meeting Attendance

 

During 2018, the Board of Directors held eight meetings. Each of the directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of any committee(s) on which he or she served. Except for irreconcilable conflicts, directors are expected to attend the annual meeting of shareholders.

 

The annual meeting attendance policy is a part of Granite's Board of Directors Corporate Governance Guidelines and Policies and is posted on Granite's website. See "Granite Website" below. All eleven directors then in office attended Granite's 2018 Annual Meeting of Shareholders.

 

Communications with the Board

 

Any shareholder or other interested party wishing to communicate with the Board of Directors, or any particular director, including the Chairman of the Board or the Lead Director, if there is one, can do so by following the process described in the Communications with the Board of Directors Policy. The policy is posted on Granite's website. See "Granite Website" below.

 

Corporate Governance Guidelines and Policies

 

Granite's Board of Directors is subject to the Board of Directors Corporate Governance Guidelines and Policies. The Board of Directors Corporate Governance Guidelines and Policies is available on our website. See "Granite Website" below.

 

Code of Conduct

 

Granite's Code of Conduct applies to all Granite employees, including the Chief Executive Officer and the Chief Financial Officer, and to all directors, including the Chairman of the Board. The Code of Conduct is available on Granite's website. We will also post any amendments to the Code of Conduct, or waivers of the application of provisions of the Code of Conduct to any of our directors or executive officers, on our website. See "Granite Website" below.

 

Granite Website

 

The following charters and policies are available on Granite's website at www.graniteconstruction.com at the "Investors" site, then under "Corporate Governance": the Audit/Compliance Committee Charter, the Nominating and Corporate Governance Committee Charter, the Compensation Committee Charter, the Board of Directors Corporate Governance Guidelines and Policies, the Board of Directors' Nomination Policy, and the Communication with the Board of Directors Policy. You can also obtain copies of these charters and policies, without charge, by contacting Granite's Investor Relations Department at 831.724.1011. The Code of Conduct is available on Granite's website at www.graniteconstruction.com at the "Our Company" site under "Code of Conduct." You can obtain a copy of the Code of Conduct and any amendments to the Code of Conduct, without charge, by contacting Granite's Human Resources Department at 831.724.1011.

 

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Executive and Director Compensation and Other Matters

 

Compensation Discussion and Analysis

 

Objective of the Compensation Program

 

The market for executive talent is highly competitive and the objective of our executive compensation program is to attract and retain talented, creative, and experienced executives with the skills and leadership qualities necessary to compete in the marketplace, deliver consistent financial performance and grow shareholder value. The Compensation Committee believes that an effective way to enhance Granite's performance is through variable compensation structured to align our executives’ interests with the Company’s short and long-term performance objectives. Key elements of the executive officer program are as follows:

 

 

 

 

 

 

Executive Officer Compensation Program

 

During 2018, we conducted our annual “Say on Pay” shareholder advisory vote, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Securities and Exchange Commission (“SEC”) rules. This resulted in the approval of the compensation of our Named Executive Officers for 2017 by approximately 98% of the votes cast. The Compensation Committee considers these voting results when planning compensation for subsequent years and believes the results affirm the Company’s executive compensation pay levels, programs and policies. Accordingly, the Compensation Committee did not adopt any changes to this program as a result of this vote, although the Compensation Committee is continually evaluating our executive compensation to further align the program with shareholders’ interests. In addition to this endorsement by our shareholders of our executive compensation programs and practices, management values the views of our largest institutional shareholders and proxy advisory firms on our compensation practices and disclosures.

 

The key components of the 2018 program for compensating our Named Executive Officers are as follows:

 

 

 

 

The specific provisions of the compensation opportunity, plan design, and performance objectives are described in greater detail in the remainder of this Compensation Discussion and Analysis.

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The following table identifies our 2018 Named Executive Officers:

 

⁽¹⁾ Ms. Desai was appointed Senior Vice President and CFO effective July 9, 2018.

⁽²⁾ Ms. Krzeminski retired from the Company effective July 6, 2018.

 

Role of the Compensation Committee and Chief Executive Officer in Determining Executive Compensation

 

The Compensation Committee is actively engaged in the design and approval of all elements of the compensation program for our executive officers. Compensation and potential payouts are determined with assistance and recommendations from the compensation consultant as discussed below. The annual salary levels, incentive compensation targets and potential payouts of the other executive officers are reviewed and approved by the Compensation Committee based on recommendations of the CEO and the compensation consultant. The Compensation Committee determines the compensation of the CEO. For a detailed explanation, please refer to “Information About the Board of Directors and Corporate Governance — Committees of the Board — Compensation Committee.”

 

Role of the Compensation Consultant

 

The Compensation Committee retained the services of FW Cook as its Compensation Consultant to provide advice and recommendations on executive officer and Board of Director compensation programs. Representatives of the compensation consultant attended Compensation Committee meetings and provided guidance and expertise on competitive pay practices and plan designs that are consistent with the key objectives of the compensation program. For a detailed explanation, please refer to “Information About the Board of Directors and Corporate Governance — Role of the Compensation Consultant.”

 

Annual Risk Assessment

 

The Compensation Committee annually reviews the balance between risk and reward in the design of the executive officer and employee incentive compensation programs. The AIP and LTIP utilize a portfolio of performance metrics across the company designed to balance short and long term financial objectives and generate sustainable shareholder value. Performance goals are set as a range for each objective with a maximum payout opportunity assigned to each performance goal. The Compensation Committee carefully reviews incentive plan goals to ensure the appropriate levels of difficulty and reviews the financial performance of Granite and its peers to ensure performance goals and payout opportunities are appropriately calibrated. The performance measures, maximum payout opportunities and the calibration of achievability of incentive plan goals are all designed to help ensure that the incentive plans appropriately balance risk and reward, limiting excessive risk-taking and the potential for windfall payouts. Finally, the Company maintains several risk mitigating governance policies such as executive stock ownership guidelines, anti-hedging/pledging policies and an incentive compensation recoupment policy. As a result of the above, the Compensation Committee believes that the compensation program is not reasonably likely to have a material adverse effect on the Company.

 

Market Data Considered in Determining Executive Compensation for 2018

 

The Compensation Committee reviews available industry compensation data to establish competitive compensation levels which will reward our executive officers if performance targets are achieved. During 2018, benchmark data from 2017 was obtained from a single peer group consisting of eleven public companies representing the construction, engineering, and/or construction materials industries. The Compensation Committee believes that industry-specific companies are the most appropriate source of benchmark data as they are most representative of Granite’s market for talent. The data from the peer group of eleven public companies is used by the Compensation Committee to establish base salary, target total cash and long term incentive compensation levels and as the comparative group to measure relative Total Shareholder Return performance. For a detailed explanation, please refer to “Long Term Incentive Compensation – Performance Awards.”

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Peer Group of Public Companies

 

The eleven public companies selected for the peer group to inform 2018 target total direct compensation levels are in the construction, engineering, and/or construction materials industries and compete for executive talent in the same market as Granite.

 

The table below names each of the companies in the 2018 peer group.

 

 

 

Compensation Elements

 

Base Salaries

 

The Compensation Committee reviews and sets the base salaries for the Named Executive Officers annually. Salary increases are based on individual performance and tenure in their respective positions, and any increases are supported by the market median data from Granite’s peer group.

 

Effective July 9, 2018, Ms. Desai was promoted from Vice President, Corporate Finance and Treasurer to Senior Vice President and CFO. In connection with her promotion, Ms. Desai’s base salary was set at $425,000. Named Executive Officer base salaries for 2018 were 11% below the median data, in aggregate, reflecting a conservative positioning for certain Named Executive Officers that were new to their respective role. Mr. Larkin was promoted to Senior Vice President and California Group Manager effective October 16, 2017 and did not receive an increase to his base salary for 2018 due to his recent promotion.

 

Base salaries for 2018 and 2017 for the Named Executive Officers were as follows:

 

Base Salary Chart

 

⁽¹⁾ Ms. Desai was promoted to Senior Vice President and CFO effective July 9, 2018.

⁽²⁾ Ms. Krzeminski retired from the Company effective July 6, 2018.

 

2018 Annual Incentive Plan Compensation

 

Effective January 1, 2018, the Compensation Committee approved changes to the 2018 Annual Incentive Plan to support a heightened focus on the achievement of the Company’s annual financial plan.  The 2018 plan used a goal attainment approach that pays a target award for achieving pre-established target Company Net Income and/or Group Operating Income goals, a change from the funded pool approach used in prior years. Annual profitability forecasts were made at the beginning of the year and were used to set the target performance goals. Threshold and maximum goals were also established, and payouts were determined based on achievement versus the goals. As in prior years, performance against Company and/or Operating Group safety objectives served as a modifier to the calculated bonus based on financial performance.

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Annual Incentive Opportunity

 

The Named Executive Officers participate in the AIP pursuant to which annual incentive compensation is determined by overall company performance and/or applicable group performance. As presented in more detail below, each Named Executive Officer's targeted annual incentive opportunity is based on external benchmark data for similar positions and is expressed as a percentage of base salary. Pursuant to the terms of the AIP, maximum cash payouts cannot exceed two times the target opportunity. The aggregate AIP target opportunities were 3% below peer group median data.

 

The 2018 AIP opportunities for the Named Executive Officers are presented below:

 

Annual Incentive Opportunity

 

⁽¹⁾ The “target” is set by the Compensation Committee after a review of annual incentive opportunity target awards at Granite’s peer group and is the basis for establishing the threshold and maximum annual incentive.

⁽²⁾ Ms. Desai’s annual incentive target opportunity and payout presented in the table were prorated as a result of her promotion to Senior Vice President and CFO effective July 9, 2018. For additional information regarding Ms. Desai’s incentive compensation plan prior to her promotion, please refer to “2018 Incentive Compensation Plan for Jigisha Desai.”

⁽³⁾ In connection with his appointment to Senior Vice President and Large Projects Group Manager, Mr. Swanberg was guaranteed a minimum award of $200,000, provided that if actual performance under the AIP resulted in a greater award, the award would be based on actual performance.

⁽⁴⁾ Ms. Krzeminski retired from the Company effective July 6, 2018, and in accordance with the terms of her AIP agreement, she was eligible to receive a prorated award based on full-year Company performance.

 

2018 AIP Performance Measures

 

At the beginning of the annual performance period (January 1^st – December 31^st), the Compensation Committee approved the 2018 AIP weighting and financial performance goals. The Compensation Committee determined that 2018 AIP payouts for Mr. Roberts, Mses. Desai and Krzeminski were to be determined based on Company financial performance and a Company safety multiplier. For Messrs. Larkin, Richards and Swanberg (the Operating Group Named Executive Officers), the Committee established independent measures for the 2018 AIP to be paid out based on Company financial performance and applicable Group financial performance with the respective safety multipliers applied.

 

The following table illustrates the 2018 AIP performance measures:

 

⁽¹⁾ Measured based on each individual Group performance, where applicable.

⁽²⁾ Company Net Income is defined as actual consolidated Net Income attributable to Granite Construction Incorporated calculated in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and adjusted for items permitted by the AIP which were primarily related to business acquisitions during 2018.

⁽³⁾ Operating Income is defined as actual operating income for the applicable Group calculated in accordance with U.S. GAAP and adjusted for items permitted by the AIP which were primarily related to business acquisitions during 2018.

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⁽⁴⁾ Granite uses the OSHA Recordable Incident Rate (“ORIR”), a nationally recognized metric, to benchmark its safety performance against the construction industry. ORIR tracks all injuries which require OSHA documentation (i.e., those that result in medical treatment, restricted duty or lost time) and represents the number of events per 100 full-time employees. It is calculated by multiplying the number of OSHA recordable injuries (total injuries or lost time injuries) by 200,000 (2,000 hours per employee per year x 100 employees) and dividing by the total number of hours of employee exposure.

 

2018 AIP Performance Measure and Results

 

The Compensation Committee considered the Company's annual operating plan for the year in setting threshold, target and maximum performance goals for 2018 AIP performance metrics. The payout based on Company and/or Group financial performance is zero if Company and/or applicable Group performance, respectively, is below the financial performance threshold. Once threshold requirements are met, Named Executive Officers can earn between 50% and 200% of their annual target opportunity depending on the level of achievement of the Company and/or Group financial performance. Linear interpolation applies for performance between threshold/target and target/maximum performance levels. The calculated bonus under Company and/or Group performance components is subject to a safety multiplier ranging from 90% to 110% based on Company and/or Group safety performance, as applicable.

 

The following were the financial measures set for 2018:

 

2018 AIP Financial Performance Goals

 

 

The following table outlines the safety performance goals and results. Linear interpolation is used to determine the multiplier when actual performance attained falls between threshold/target and target/maximum performance levels:

 

2018 AIP Safety Multiplier Goals

 

 

Based on actual performance, individual incentives earned by the Named Executive Officers were as follows:

 

Summary of Actual 2018 AIP Total Bonus Payouts

 

⁽¹⁾ Represents the sum of 2018 Company and Group bonus payouts.

⁽²⁾ Ms. Desai’s annual incentive target opportunity and payout presented in the table above were prorated as a result of her promotion to Senior Vice President and CFO effective July 9, 2018. For additional information regarding Ms. Desai’s incentive compensation plan prior to her promotion, please refer to “2018 Incentive Compensation Plan for Jigisha Desai.”

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⁽³⁾ In connection with his appointment to Senior Vice President and Large Projects Group Manager, Mr. Swanberg was guaranteed a minimum award of $200,000, provided that if actual performance under the AIP resulted in a greater award, the award would be based on actual performance. The amount included under “Other” reflects a payment to Mr. Swanberg as a result of his guaranteed minimum award.

⁽⁴⁾ Ms. Krzeminski retired from the Company effective July 6, 2018 and in accordance with the terms of her AIP agreement, she was eligible to receive a prorated award based on full-year Company performance.

 

Long Term Incentive Compensation

 

To emphasize and reward sustained long term performance all Named Executive Officers, except for Ms. Desai, participated in the 2018 LTIP. The LTIP target opportunity was 10% below the median data, in aggregate, and varied by each Named Executive Officer and their role. No changes were made to the LTIP incentive target opportunity for our Named Executive Officers for 2018.

 

The LTIP incentive target opportunities for the Named Executive Officers under the 2018 LTIP are presented below:

 

⁽¹⁾ Ms. Desai became an Executive Officer effective July 9, 2018 and was not eligible to participate in the 2018 – 2020 LTIP. For additional information regarding Ms. Desai’s incentive compensation plan prior to her promotion, please refer to “2018 Incentive Compensation Plan for Jigisha Desai.”

⁽²⁾ Ms. Krzeminski retired from the Company effective July 6, 2018 and was not eligible to receive a prorated award for 2018 - 2020.

 

Each Named Executive Officer’s target award is divided into two components – Performance Awards and Service Awards.  The table below reflects the weighting of the two components:

 

LTIP Components Weighting

 

 

Performance Awards

 

The Compensation Committee set payouts for the 2018 – 2020 performance period to be calculated based on Granite’s TSR rank relative to a peer group of companies in the Standard & Poor’s Construction Materials and Construction Equipment classification. The higher Granite’s overall performance ranking is, the greater the payout percentage. However, the Compensation Committee has the ability to reduce the payout percentage for the performance period in its sole discretion. The TSR award calculation methodology will remove any acquired peers from the measurement group.

 

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The following are the 2018 – 2020 peer group companies and funding mechanism.  

 

 

2018 – 2020 TSR Funding Mechanism

(Utilizes a Relative TSR Percentile Ranking System to determine payout as a percentage of Target.)

 

⁽¹⁾ Linear interpolation applies between performance levels.

 

Total Shareholder Return Performance Calculation

 

TSR is calculated by dividing (i) the sum of the closing price on the last trading day of the performance period and all dividends and per-share cash equivalents paid during the performance period, by (ii) the closing price on the day before the first day of the performance period. The performance awards are calculated at the end of a three-year performance period. The 2015 performance awards were calculated for the three-year period ending December 31, 2017 with vesting and payment in March 2018. The 2016 performance awards were calculated for the three-year period ending December 31, 2018 with vesting and payment in March 2019. The 2017 performance awards will be calculated for the three-year period ending December 31, 2019 with vesting and payment the following year. The 2018 performance awards will be calculated for the three-year period ending December 31, 2020 with vesting and payment the following year.

 

 

Payouts for 2015 – 2017 Total Shareholder Return Awards Paid in 2018

 

Payouts for the 2015 – 2017 TSR performance period are reflected in the 2018 Summary Compensation and 2018 Grant Plan Based Award tables. TSR was calculated on Granite’s performance relative to the industry peer group of construction, engineering and construction materials used for benchmarking data as approved by the Compensation Committee effective January 1, 2015.

 

The following are the 2015 – 2017 peer group companies and funding mechanism.

 

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2015 – 2017 TSR Funding Mechanism

(Utilizes a Relative Percentile Ranking System to determine payout as a percentage of Target.)

 

⁽¹⁾ Linear interpolation applies between performance levels.

 

Granite’s three-year TSR performance as of December 31, 2017 for the performance period from January 1, 2015 through December 31, 2017 was at the 55th percentile, reflecting a share-based earnout of 109% of the target. See “2015 – 2017 TSR Funding Mechanism” above. The earned awards for the performance period are presented in the following table.

 

TSR Performance Period January 1, 2015 – December 31, 2017

 

⁽¹⁾ Awards are denominated as a cash value until earned based on performance. The number of RSUs awarded was calculated by dividing the actual long-term incentive value by $35.49, which was the average stock price over the first 30 days of January 2015.

⁽²⁾ Ms. Desai became an Executive Officer effective July 9, 2018 and was not eligible to participate in the 2015 – 2017 LTIP. For a detailed explanation of Ms. Desai’s incentive compensation program, please refer to “2018 Incentive Compensation Plan for Jigisha Desai.”

⁽³⁾ Due to the performance period beginning prior to becoming an Executive Officer, Messrs. Larkin and Swanberg were not eligible to participate in the 2015 – 2017 TSR program.

 

Service Awards

 

The Compensation Committee believes granting a portion of equity awards as Restricted Stock Units (“RSUs”) assists in maintaining competitive levels of compensation, encourages the continued retention of key management, and aligns the interest of Named Executive Officers with that of the shareholders. Service Awards vest in three equal annual installments beginning on the date of grant, subject to continued service.

 

2018 Service Awards

 

⁽¹⁾ The number of RSUs awarded was calculated by dividing the service award by the closing stock price of $61.42 on March 14, 2018.

⁽²⁾ Ms. Desai became an Executive Officer effective July 9, 2018 and was not eligible to participate in the LTIP at the time the awards were made. For a detailed explanation of Ms. Desai’s incentive compensation program, please refer to “2018 Incentive Compensation Plan for Jigisha Desai.”

⁽³⁾ Pursuant to the terms of the Granite Construction Incorporated 2012 Equity Plan, Ms. Krzeminski qualified for retirement eligibility on June 30, 2018 and all of her outstanding equity awards vested on that date.

 

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2018 Incentive Compensation Prorated Plan for Jigisha Desai

 

Ms. Desai participated in the Granite 2018 Corporate Incentive Compensation Plan prior to her promotion to Senior Vice President and CFO. As a result of Ms. Desai’s promotion, she began participating in the Executive Officer Compensation Program effective July 9, 2018.

 

In her role as Vice President, Corporate Finance and Treasurer, Ms. Desai was eligible to participate in the 2018 Corporate Annual Incentive Plan based on applicable Company Net Income and a 2018 LTIP based on the performance of the Company’s Return on Net Operating Assets (“RONA”).

 

2018 Corporate Annual Incentive Plan

 

In her role as Vice President, Corporate Finance and Treasurer, Ms. Desai was eligible to receive an award based on the Company’s Net Income for performance at or above a threshold amount. The calculated bonus was subject to a safety multiplier from -10% to +10% based on the Company’s safety performance (for additional information, please refer to “2018 AIP Safety Multiplier Goals”). In addition, the Corporate AIP allows for a discretionary bonus based on individual performance.

 

2018 Actual Prorated Performance

 

The Company Net Income performance exceeded threshold, and the Company’s safety performance multiplier was 103%. Ms. Desai’s actual prorated AIP award for January 1, 2018 – July 8, 2018 is as follows:

 

2018 Incentive Compensation Plan – Corporate AIP Bonus Payouts

 

 

2018 Long Term Incentive Plan

 

In her role as Vice President, Corporate Finance and Treasurer, Ms. Desai was eligible to participate in the 2018 LTIP with an established incentive target opportunity divided into two components – Performance Awards and Service Awards.

 

The table below reflects the weighting of the two components:

 

LTIP Components Weighting

 

 

Performance Award

 

Under the 2018 LTIP, a performance award is achieved if RONA performance exceeds a pre-established threshold goal for the year. For 2018, performance did not achieve the threshold goal. In recognition of her contributions in her prior role, Ms. Desai received a discretionary RSU award with a fair market value of $75,000 granted on March 14, 2019. This RSU award will vest in three equal annual installments beginning on the date of grant, subject to continued service.

 

Service Award

 

Under the 2018 LTIP, Ms. Desai received an RSU service award that vests in three equal annual installments beginning on the date of grant, subject to continued service.

 

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2018 Service Award

 

⁽¹⁾ The number of RSUs awarded was calculated by dividing the service award by the closing stock price of $61.42 on March 14, 2018.

 

Policy Regarding Recovery of Award if Basis Changes Because of Restatement

 

If the basis upon which a previous compensation award was made is determined to have been in error due to a restatement of a prior year's financial results, it is Granite's policy to either recover the amount overpaid or to offset the overpayment against future incentive compensation earned. This policy applies to AIP and LTIP awards. There were no adjustments to calculations that affected incentive compensation calculated or paid in 2018.

 

Stock Ownership Guidelines

 

Our Board of Directors has adopted Stock Ownership Guidelines to align the interests of Granite's Named Executive Officers with the interests of shareholders and to promote Granite's commitment to sound corporate governance. Named Executive Officers are expected to own and hold a minimum number of shares of Granite common stock based on relevant market standards. Stock ownership guidelines are determined as a multiple of the Named Executive Officer's base salary, and are as follows:

 

 

 

Minimum stock ownership levels are to be achieved within five years following the later of the May 13, 2009 adoption of the Stock Ownership Guidelines and the date an individual becomes a Named Executive Officer. Compliance with the guidelines is reviewed by the Compensation Committee on an annual basis. Shares that count toward the satisfaction of the guidelines include:

 

 

 

 

 

Until the applicable guideline is achieved, the Named Executive Officer is required to retain an amount equal to 25% of net shares received as a result of the vesting of RSUs through Granite's stock incentive plans.

 

The following table contains the 2018 percentage of attainment of the Company’s stock ownership guidelines for Named Executive Officers:

Stock Ownership

 

⁽¹⁾ To be achieved within five years after the later of (a) 2009 or (b) becoming a Named Executive Officer.

⁽²⁾ As of January 1, 2019.

⁽³⁾ Based on the 2018 annual average stock price of $53.11.

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⁽⁴⁾ Pursuant to the terms of the Granite Construction Incorporated 2012 Equity Plan, Mr. Roberts qualified as retirement eligible on January 28, 2019 and his outstanding 17,197 RSUs fully vested as of that date.

 

Anti-Hedging Policy

 

The Company’s Insider Trading Policy, which applies to employees, officers and directors of the Company and their family members and affiliates, provides that such individuals are prohibited from engaging in hedging transactions involving the Company’s securities.

 

Anti-Pledging Policy

 

In accordance with the Company’s Insider Trading Policy, a transaction in which a holder of a security of the Company uses that security as collateral for a loan or other extension of credit or a pledge is prohibited.

 

Non-Qualified Deferred Compensation

 

Granite offers its executive officers, Board of Directors, and other key executives, participation in the Granite Construction Key Management Deferred Compensation Plan II (the “NQDC”), which:

 

 

 

 

 

 

Flexible Bonus Policy

 

The Compensation Committee has the authority to award discretionary bonuses to employees of the Company. In 2013, our Compensation Committee determined that it would be beneficial to define and limit its authority to award discretionary bonuses and adopted the Flexible Bonus Policy pursuant to which employees of the Company, including our Named Executive Officers, are eligible to receive a discretionary bonus, which may be based on Company performance, individual performance or such other factors as our Compensation Committee may consider appropriate. In determining Company performance, our Compensation Committee may consider the achievement of corporate financial, strategic and operational objectives including, but not limited to, revenue, income, and backlog. In determining individual performance, our Compensation Committee may consider the achievement of personal objectives including, but not limited to, business targets, budgetary targets, succession planning, and safety targets. It is our intention that the discretionary bonuses be fixed and determinable as of year-end; this would require approval prior to year-end. The aggregate amount of any bonus or bonuses payable under the Flexible Bonus Policy to any one participant in any calendar year may not exceed $250,000. Our Compensation Committee believes that the flexible design of this policy is necessary to consider the effects of unanticipated events and circumstances on the Company’s business or on a participant’s performance. The Compensation Committee awarded a $46,000 cash bonus and an RSU award with a fair market value of $75,000 granted on March 14, 2019 to Ms. Desai in recognition of her contributions in her prior role as Vice President, Corporate Finance and Treasurer in 2018. The Compensation Committee also awarded an RSU award with a fair market value of $200,000 granted on December 17, 2018 to Mr. Swanberg in recognition of his contributions to the Large Projects Group in 2018. These RSU awards will vest in three equal annual installments beginning on the date of grant, subject to continued service.

 

Other Compensation

 

The Named Executive Officers are eligible to participate in the 401(k) Plan. Granite provides matching contributions up to 6% of an employee’s gross pay at the discretion of the Board of Directors. Under the terms of a policy applicable to Mr. Roberts, Mses. Desai and Krzeminski, each are required to maintain a $5,000,000 personal umbrella liability insurance policy to provide

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coverage while conducting company business. They are reimbursed for the costs incurred to purchase and maintain the required insurance. Mr. Roberts, Ms. Desai, and prior to her retirement, Ms. Krzeminski, receive a $1,417 per month vehicle allowance which includes reimbursement for the personal umbrella liability insurance. Messrs. Larkin, Richards, and Swanberg receive a $1,000 per month vehicle allowance. Granite also offers a health and wellness program and provides employees rewards for participation. In 2018, Ms. Desai earned a reward with a total grossed-up value of $832 for a total net value of $550.

 

Impact of Accounting and Tax Treatments of a Particular Form of Compensation

 

In connection with its determination of the various elements of compensation for our executive officers, the Compensation Committee has taken into account the impact of Section 162(m) of the Internal Revenue Code on the deductibility of compensation for federal income tax purposes. Section 162(m) limits the deductibility of compensation paid to our CEO, our CFO (for years prior to 2018 our CFO was exempt from the limitation) and our next three highest paid individuals to $1 million annually. For years prior to 2018, some of the elements of our executive compensation package, including certain payments under our AIP and LTIP, were intended to qualify as “performance-based” compensation, which was exempt from the limitation on deductibility under Section 162(m).  The performance-based compensation exemption under Section 162(m) was repealed effective January 1, 2018, except for certain grandfathered arrangements in effect as of November 2, 2017. However, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)’s exception to the deduction limit for performance-based compensation, we cannot guarantee that future compensation paid to our covered officers will qualify for grandfathered status.  Therefore, to the extent that in 2018 or any later year, the aggregate amount of any covered officer’s salary, bonus, and amounts realized from RSUs or other equity awards, including under our AIP and LTIP, and certain other compensation amounts that are recognized as taxable income by the officer exceeds $1 million in any year, we may not be entitled to a U.S. federal income tax deduction for the amount over $1 million in that year. The Compensation Committee has the discretion to design and implement elements of executive compensation that may not be fully deductible for income tax purposes.

 

Change-in-Control Arrangements

 

All of our Named Executive Officers are participants in the Executive Retention and Severance Plan. The purpose of the plan is to:

 

 

 

The Executive Retention and Severance Plan originally provided that if a participant’s employment with Granite is terminated by Granite within three years after a “change-in-control” (as defined below) of Granite other than for cause, or if the participant resigns from such employment within three years after a “change-in-control” of Granite for “good reason,” (as defined below) the participant would be entitled to the following benefits:

 

 

 

 

 

 

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Payments made to the terminated participant do not include tax gross-up payments and are capped. The amount of the payment will not exceed and will be reduced if required in order not to exceed, the “safe harbor” amount allowable under Section 4999 of the Internal Revenue Code, but only if the reduction would increase the net after-tax amount received by the participant.

 

In August 2010, the Compensation Committee approved changes to the Executive Retention and Severance Plan for future participants that the Compensation Committee believed to be in alignment with emerging best practices. Benefits to subsequent new participants will be dependent upon their level of responsibility within the organization and will include the following severance multiples:

 

 

Mr. Roberts is entitled to a severance multiple of 3x under the Executive Retention and Severance Plan because he was a participant in the plan before the changes were made to the plan in August 2010. Ms. Desai is entitled to a severance multiple of 2x and Messrs. Larkin, Richards, and Swanberg are entitled to a severance multiple of 1x under the Executive Retention and Severance Plan because they became participants in the plan after the changes were made to the plan in August 2010.

 

Change in control and good reason have the following meanings under the Executive Retention and Severance Plan:

 

 

 

The 2012 Equity Incentive Plan authorizes the Compensation Committee to set the terms of any equity award to provide that there will be no acceleration of the exercisability, vesting or payment of such award upon the occurrence of a change-in-control unless the change-in-control is accompanied by the award recipient’s involuntary termination without cause or the award recipient’s resignation for good reason. However, under the Executive Retention and Severance Plan, RSU awards vest in full upon the consummation of a change-in-control, provided the award recipient remains an employee prior to the change-in-control. In addition, the Executive Retention and Severance Plan provides that if the surviving, successor or acquiring corporation does not either assume, continue or substitute outstanding option awards and the award recipient remains an employee prior to the change-in-control, then the vesting and exercisability of such option awards will be accelerated in full upon the consummation of the change-in-control.

 

Compensation Committee Report

 

The Compensation Committee has reviewed and discussed with management the "Compensation Discussion and Analysis" contained in this proxy statement. Based on such review and discussions, the Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" be included in this proxy statement and incorporated by reference into Granite's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

 

Members of the Compensation Committee:

 

 

This Report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this Report of the Compensation Committee by reference therein.

 

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Executive compensation tables

 

Summary Compensation Table

2018

 

The following table summarizes, for the fiscal years specified, the compensation for our CEO, our CFO and other Named Executive Officers.

 

⁽¹⁾ The amounts in column (d) reflect a discretionary bonus award approved by the Compensation Committee in recognition of Ms. Desai’s contributions to the Company in her prior role as Vice President, Corporate Finance and Treasurer. Additionally, in connection with his appointment to Senior Vice President and Large Projects Group Manager, Mr. Swanberg was guaranteed a minimum award of $200,000, provided that if actual performance under the AIP resulted in a greater award, the award would be based on actual performance. The amount included reflects a payment to Mr. Swanberg as a result of his guaranteed minimum award.

⁽²⁾ The awards in column (e) reflect the grant date fair value of stock awards granted pursuant to (i) service in the stated year based on the Service Award feature of the LTIP, (ii) the grant date fair value of stock awards granted in the stated year based on performance for the three-year performance period, including the prior year pursuant to the performance based component of the LTIP and (iii) the grant date fair value of stock awards granted in the stated year approved by the Compensation Committee. For a detailed explanation, regarding RSUs granted during 2018 to the Named Executive Officers, please refer to the Grants of Plan-Based Awards table. The grant date fair value is determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, without regard to potential forfeitures and is determined using the fair value of the Company’s common stock based on the market price at the date of grant. For additional information about the assumptions used in these calculations, see Note 17 of the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. For a detailed explanation, please refer to the “Compensation Discussion and Analysis — Compensation Elements — Long Term Incentive Compensation”

⁽³⁾ The amounts in column (f) reflect the cash awards earned for performance in 2018 and paid in March 2019. For a detailed explanation of cash awards for performance in 2018, please refer to “Compensation Discussion and Analysis — Compensation Elements — Annual Incentive Compensation”.

⁽⁴⁾ Please refer to the Other Compensation Table below for details with respect to all other compensation.

 

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Other Compensation Table

2018

 

⁽¹⁾ The amounts in column (b) reflect the company matching contribution, not to exceed 6% on compensation deferred into the 401(k) Plan.

⁽²⁾ The amounts in column (c) reflect RSU dividend equivalent units.

⁽³⁾ The amounts in column (d) reflect the vehicle allowances provided to the Named Executive Officers. Mr. Larkin’s vehicle allowance total includes $238 of taxable income related to his 2017 vehicle reimbursement program prior to becoming an Executive Officer.

⁽⁴⁾ The amounts in column (e) reflect the company expense for medical, dental, vision, life, short and long-term disability insurance, Accidental Death & Dismemberment, Executive Liability Insurance, and Employee Assistance Program.

⁽⁵⁾ The amounts in column (f) include; (i) Ms. Desai’s health and wellness program reward with a total grossed-up value of $832 for a total net value of $550; (ii) relocation expenses incurred on behalf of Mr. Larkin, and (iii) Ms. Krzeminski received a payment by the Company for unused accrued vacation of $33,591.

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Grants of Plan-Based Awards Table

2018

 

The following table provides additional information about incentive plan awards and other equity awards granted to our Named Executive Officers during the year ended December 31, 2018.

 

⁽¹⁾ Amounts in columns (c) through (e) reflect threshold, target and maximum incentives, as applicable (subject to rounding), under the 2018 AIP. For a detailed discussion of annual incentive compensation and the payout actually received by each Named Executive Officer under the 2018 AIP, please refer to “Compensation Discussion and Analysis — Compensation Elements — 2018 Annual Incentive Compensation”, 2018 AIP Performance Measures and Results, and “2018 Incentive Compensation Plan for Jigisha Desai”.

⁽²⁾ Amounts in columns (f) through (h) reflect the threshold, target and maximum award amounts applicable to the performance based (TSR) component of our 2018 LTIP. Each of our Named Executive Officers has the ability to earn from 0% to 200% of the TSR component of the LTIP target opportunity. Any payouts under the LTIP are made in the form of RSUs. Payouts on the TSR component of the LTIP are made after the end of the performance period. For more detailed discussion of the 2018 LTIP, please refer to “Compensation Discussion and Analysis — Compensation Elements — Long Term Incentive Compensation” and “2018 Incentive Compensation Plan for Jigisha Desai.”

⁽³⁾ Amounts in column (j) reflect all RSU awards granted on March 14, 2018. The grant date fair market value was calculated by multiplying the number of RSUs awarded by the closing price of our common stock of $61.42 on the date of the grant.

⁽⁴⁾ The RSUs granted on March 14, 2018 reflect the service awards granted under the LTIP. The number of RSUs granted for the service award was calculated by dividing the service award by the closing price of our common stock of $61.42 on the date of the grant. The granted service award RSUs vest in three equal annual installments beginning on March 14, 2019, subject to continued service; unless retirement eligibility per the 2012 Equity Plan is met, in which case vesting is accelerated. The holders of RSUs are entitled to receive dividend equivalent units in lieu of cash dividends declared by the Board on the outstanding common stock of the Company.

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⁽⁵⁾ The RSUs granted on March 14, 2018 reflect the performance awards granted under the LTIP. The number of RSUs granted for the 2015 – 2017 Total Shareholder Return performance award was calculated by dividing the performance award by the average stock price over the first 30 days of January 2015 of $35.49. The RSUs granted as performance awards are fully vested on the date of grant. The holders of RSUs are entitled to receive dividend equivalent units in lieu of cash dividends declared by the Board on the outstanding common stock of the Company.

⁽⁶⁾ The RSUs granted on December 17, 2018 reflect an award to Mr. Swanberg approved by the Compensation Committee in recognition of his contributions to the Large Projects Group. The number of RSUs granted was determined by dividing $199,981 by $40.27, the fair market value of the Company’s common stock on the date of grant. The RSUs granted to Mr. Swanberg will ratably vest over three years beginning on December 17, 2019, subject to continued service. The holders of RSUs are entitled to receive dividend equivalent units in lieu of cash dividends declared by the Board on the outstanding common stock of the Company.

 

Outstanding Equity Awards at Fiscal Year-End Table

2018

 

The following table summarizes equity awards made to the Named Executive Officers that were outstanding as of December 31, 2018.

 

⁽¹⁾ Upon death or disability, all of the equity awards of a Named Executive Officer would vest immediately.

⁽²⁾ Vesting dates for each outstanding RSU awards for the Named Executive Officers are set forth in the table below.

⁽³⁾ The amounts shown in column (c) are based on the December 31, 2018 closing price of the Company’s common stock of $40.28.

⁽⁴⁾ Pursuant to the terms of the Granite Construction Incorporated 2012 Equity Plan, Ms. Krzeminski qualified as retirement eligible on June 30, 2018 and all of her outstanding equity awards vested as of that date.

 

Vesting Dates for Each Outstanding RSU Awards for the Named Executive Officers

 

⁽¹⁾ Pursuant to the terms of the Granite Construction Incorporated 2012 Equity Plan, Mr. Roberts qualified as retirement eligible on January 28, 2019 and all of his outstanding equity awards vested as of that date

 

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Stock Vested Table

2018

 

The following table summarizes the number of shares our Named Executive Officers acquired upon the vesting of stock awards during 2018 and the value realized before payment of any applicable withholding tax and broker commissions.

 

⁽¹⁾ The amounts in column (c) are based on the fair market value of our common stock on the applicable vesting date.

⁽²⁾ Ms. Desai participates in the NQDC plan and defers 100% of her RSU awards.

⁽³⁾ Pursuant to the terms of the Granite Construction Incorporated 2012 Equity Plan, Ms. Krzeminski qualified as retirement eligible on June 30, 2018 and all of her equity awards vested as of that date. Ms. Krzeminski retired from the Company effective July 6, 2018.

 

Nonqualified Deferred Compensation Table

2018

 

The following table summarizes our Named Executive Officers' compensation under our NQDC plan for the year ended December 31, 2018, which is also reflected in the Summary Compensation Table.

 

⁽¹⁾ The NQDC plan allows Named Executive Officers to defer base salary and incentive compensation, which includes equity and cash awards. Participants are required to make an election each plan year with respect to the amount to be deferred, future distribution date, and form of distribution. A distribution election is irrevocable on the first day of each plan year. For a detailed explanation of the NQDC, please refer to “Compensation Discussion and Analysis — Non-Qualified Deferred Compensation”.

⁽²⁾ The amounts in column (b) include (i) Mr. Roberts’s base salary deferral of $269,712 and deferred annual cash incentive award of $141,966, (ii) Ms. Desai’s base salary deferral of $193,964, deferred annual cash incentive award of $110,677, 33%, or $20,920, of her deferred service award granted on March 13, 2015 and vested on March 13, 2018, 33%, or $44,099, of her deferred performance award granted on March 14, 2016 and vested on March 14, 2018, 33%, or $16,092, of her deferred service award granted on March 14, 2016 and vested on March 14, 2018, and 33%, or $14,036, of her deferred service award granted March 14, 2017 and vested on March 14, 2018, and (iii) Ms. Krzeminski’s deferred annual cash incentive award of $56,786.

⁽³⁾ The amounts in column (d) do not include above market or preferential earnings (of which there were none) and, accordingly, such amounts are not reported in the Summary Compensation Table as above market or preferential earnings.

⁽⁴⁾ Messrs. Larkin, Richards, and Swanberg elected to not participate in the NQDC Plan in 2018.

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Potential Payments Upon Change-in-Control

 

Except in the case of a change-in-control, Granite is not obligated to pay severance or other enhanced benefits to any of the Named Executive Officers in connection with a termination of their employment. Upon death or disability, all of the equity awards of a Named Executive Officer would vest immediately.

 

The following table sets forth an example of the potential payments and benefits under Granite's compensation and benefit plans and arrangements to which the Named Executive Officers would be entitled upon termination of employment under certain circumstances within three years following a change-in-control of Granite.

 

The amounts set forth in the following table are based on the assumption that such termination event occurred on the last business day of fiscal year 2018.

 

⁽¹⁾ The amount in column (b) for Mr. Roberts reflect a lump sum payment equal to (i) three times the annual average of the aggregate annual incentive bonuses earned for the three fiscal years preceding the fiscal year of the change-in-control plus (ii) three times the annual base salary rate in effect immediately prior to the termination. The amount in column (b) for Ms. Desai reflect a lump sum payment equal to (i) two times the annual average of the aggregate annual incentive bonuses earned for the three fiscal years preceding the fiscal year of the change-in-control plus (ii) two times the annual base salary rate in effect immediately prior to the termination. The amounts in column (b) for Messrs. Larkin, Swanberg and Richards reflect a lump sum payment equal to one times the annual average of the aggregate annual incentive bonuses earned for the three fiscal years preceding the fiscal year of the change-in-control plus (ii) one times the current annual base salary rate in effect immediately prior to the termination.  For a detailed explanation, please refer to “Change-in-Control Agreements.”

⁽²⁾ The amount in column (c) for Mr. Roberts reflect a lump sum payment equal to three times the average annual cost to Granite of the Named Executive Officer's group insurance benefits, such as life, health and long-term disability, for the three fiscal years ending before the date of termination. The amount in column (c) for Ms. Desai reflect a lump sum payment equal to two times the average annual cost to Granite of the Named Executive Officer's group insurance benefits, such as life, health and long-term disability, for the three fiscal years ending before the date of termination. The amounts in column (c) for Messrs. Larkin, Swanberg and Richards reflect a lump sum payment equal to one times the annual average cost to Granite of their group insurance benefits. For a detailed explanation, please refer to “Change-in-Control Agreements.”

⁽³⁾ The amount in column (d) for Mr. Roberts reflect a lump sum payment equal to three times the annual average cash equivalent of contributions which were made on behalf of the Named Executive Officer for the three fiscal years ending before the date of termination to the 401(k) Plan and any other retirement plan provided by Granite and in effect as of the date of termination. The amount in column (d) for Ms. Desai reflect a lump sum payment equal to two times the annual average cash equivalent of contributions which were made on behalf of the Named Executive Officer for the three fiscal years ending before the date of termination to the 401(k) Plan and any other retirement plan provided by Granite and in effect as of the date of termination. The amounts in column (d) for Messrs. Larkin, Swanberg and Richards reflect a lump sum payment of one times the annual average cash equivalents of such contributions. These amounts do not include additional amounts that may be payable for reasonable professional outplacement services for the Named Executive Officer to which the Named Executive Officer is entitled under the plan until the earlier of (i) two years following the date of termination and (ii) the date on which the Named Executive Officer obtains other employment. For a detailed explanation, please refer to “Change-in-Control Agreements.”

⁽⁴⁾ In the event of a change-in-control, if the acquiring person does not assume or replace outstanding equity awards, all non-exercisable, unvested or unpaid portions of the outstanding equity awards would become immediately exercisable and fully vested. The amounts in column (e) reflect the outstanding equity awards valued at the December 31, 2018 closing price of our common stock of $40.28. Pursuant to the terms of the Granite Construction Incorporated 2012 Equity Plan, Mr. Roberts qualified as retirement eligible on January 28, 2019 and therefore all his RSUs vested as of that date.

⁽⁵⁾ Payments under the Executive Retention and Severance Plan are subject to reduction to the extent necessary not to exceed the “safe harbor” amount under Section 4999 of the Internal Revenue Code, but only if the reduction would increase the net after-tax amount received by the participant.

 

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Director Compensation

 

Stock Ownership

 

All non-employee directors are required to own and maintain three times their Annual Board Cash Retainer from Granite in Granite common stock within five years after joining the Board. As of December 31, 2018, all non-employee directors with 5 or more years of service to the Board had achieved the stock ownership levels. For additional information, please refer to “Stock Ownership Guidelines”.

 

Cash and Equity Compensation Policy

 

Granite's non-employee directors receive annual cash retainers and equity grants as set forth in the table below. Key highlights of the director compensation program are as follows:

 

 

 

 

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Director Compensation Table

2018

 

The following table presents the compensation provided by Granite to our directors for the year ended December 31, 2018.

 

⁽¹⁾ The amounts in column (b) reflect the annual cash retainer paid to non-employee directors for the year ended December 31, 2018. In 2018 each non-employee director was paid an annual retainer as a member of the Board and additional retainers for service as a member of a Board committee. The cash retainer was paid quarterly in equal payments; no meeting fees were paid. Mr. Bjork’s annual retainer and retainers for services as a member of a Board committee were prorated to reflect his appointment as Chairman of the Board effective June 7, 2018. Mr. Lyash’s annual retainer and retainers for services as a member of a Board committee were prorated to reflect his appointment to the Board of Directors effective June 6, 2018. Mr. Krusi’s annual retainer and retainers for services as a member of a Board committee were prorated to reflect his appointment to the Board of Directors effective June 20, 2018. Mr. Powell’s retainer for service as a member of the Board of Directors was prorated to reflect his retirement effective June 7, 2018.

⁽²⁾ The amounts in column (c) reflect the grant date fair market value of the 2018 RSU awards. The grant date fair value is determined in accordance with Financial Accounting Standards Code Topic 718, without regard to potential forfeitures and is determined using the fair value of the Company’s common stock based on market price at the date of grant. For additional information about the assumptions used in these calculations, see Note 17 of the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. These awards have a one year vesting schedule.  On June 8, 2018, Dr. Galloway, Ms. Mastin and Messrs. Bradford, Darnell, Kelsey, Lyash, McNally and Vasquez received an annual grant of 1,861 RSUs with a grant date fair market value of $59.11 per share. As Chairman of the Board, Mr. Bjork received a grant of 2,961 RSUs with a grant date fair market value of $59.11 per share. On June 29, 2018, Mr. Krusi received an annual grant of 1,905 RSUs with a June 21, 2018 (the day following his appointment to the Board) grant date fair market value of $57.73 per share. As of December 31, 2018: Mr. Bjork had an outstanding balance of 21,736 deferred RSUs and 2,976 RSUs; Mr. Bradford had an outstanding balance of 14,473 deferred RSUs and 1,870 RSUs; Dr. Galloway, Ms. Mastin, and Messrs. Darnell and Lyash, had an outstanding balance of 1,870 RSUs, respectively; Mr. Kelsey had an outstanding balance of 22,692 deferred RSUs and 1,870 RSUs; Mr. Krusi had an outstanding balance of 1,914 RSUs; Mr. McNally had an outstanding balance of 2,005 deferred RSUs and 1,870 RSUs; Mr. Powell had an outstanding balance of 3,521 deferred RSUs; and Mr. Vasquez had an outstanding balance of 12,559 deferred RSUs, and 1,870 RSUs.

⁽³⁾ The amounts in column (d) include the cash value of dividend equivalents from deferred units in prior years and RSUs.

⁽⁴⁾ Messrs. Bjork and McNally deferred 100% of both their annual cash retainers and RSU awards into the NQDC Plan. Dr. Galloway and Messrs. Bradford and Vasquez deferred 100% of their RSU awards into the NQDC Plan. Dr. Galloway, Ms. Mastin and Messrs. Bradford, Darnell, Kelsey, Powell and Vasquez made no deferrals of their annual cash retainers into the NQDC Plan. Messrs. Krusi and Lyash were not eligible to participate in the NQDC Plan in 2018. For a detailed explanation of the NQDC Plan, please refer to “Non-Qualified Deferred Compensation.”

⁽⁵⁾ Mr. Powell retired from the Board effective June 7, 2018. Board fees were prorated according to his retirement date and all outstanding RSUs vested on May 20, 2018.

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CEO PAY RATIO DISCLOSURE

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires we disclose the ratio of our CEO's total annual compensation to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than our CEO.

 

To determine our median employee, we made a direct determination from our total employee population (excluding the CEO). Using a consistently applied compensation measure, which included base pay, overtime, and short-term incentives, we ranked our employees from the highest paid to the lowest paid. Our employee population was evaluated as of October 30, 2017 to determine our median employee. There have been no changes in our employee population or compensation arrangements since our evaluation that we believe would significantly impact our pay ratio disclosure, except for the acquisitions of LiquiForce and Layne Christensen Company (“Layne”), which are discussed further below.

 

Based on the above determination, our median employee's total annual compensation (calculated in accordance with Item 402(c)(2)(x) of Regulation S-K) was $114,909. Our CEO's total annual compensation (calculated in accordance with Item 402(c)(2)(x) of Regulation S-K and as reported in the Summary Compensation Table) was $4,126,623. The resulting ratio was 36:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized above.

 

On April 3, 2018, the Company completed an acquisition of LiquiForce, a privately-owned company serving public and private sector water and wastewater customers, which had approximately 100 employees. On June 14, 2018, the Company completed the acquisition of Layne, a leading global water management, infrastructure services and drilling company, which had approximately 2,100 employees. As permitted by SEC rules, we did not include LiquiForce and Layne employees in our determination of the median employee.

 

The Dodd-Frank Act rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

 

Our pay ratio is not an element that the Compensation Committee considers in setting the compensation of our CEO, nor is our CEO’s compensation a material element that management considers in making compensation decisions for non-officer employees. However, the compensation of our employees is periodically reviewed to ensure alignment with our compensation philosophy of paying at the market median.

 

 

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Stock Ownership of Beneficial Owners and Certain Management

 

The following table provides information regarding the ownership of our common stock as of February 28, 2019 by each person known to us to beneficially own 5% or more of our common stock, each of our directors and nominees, each of our Named Executive Officers who were employed by Granite on February 28, 2019, and all of our current directors and executive officers as a group.  

 

*Less than 1%

⁽¹⁾ Except as indicated in the footnotes to this table, the persons named in the table have sole voting and dispositive power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable.  Such shares do not include the individuals’ NQDC shares, if any.  

⁽²⁾ Calculated on the basis of 46,685,414 shares of common stock issued and outstanding as of February 28, 2019.  For all executive officers and directors as a group the percentage is calculated on the basis of the number of shares of common stock issued and outstanding as of February 28, 2019 and includes 52,718 shares of common stock issuable upon the vesting of restricted stock units within 60 days after February 28, 2019 that are deemed outstanding in accordance with the rules of the Securities and Exchange Commission.

⁽³⁾ Based upon a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC (i) the number of shares beneficially owned is 5,084,256 as of December 31, 2018, and (ii) BlackRock has sole voting power with respect to 4,984,357 shares and sole dispositive power with respect to all 5,084,256 shares.

⁽⁴⁾ Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC (i) the number of shares beneficially owned is 4,313,639 as of December 31, 2018, and (ii) Vanguard has sole voting power with respect to 81,506 shares, shared voting power with respect to 6,380 shares, sole dispositive power with respect to 4,230,112 shares and shared dispositive power with respect to 83,527 shares.

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⁽⁵⁾ Based upon a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC (i) the number of shares beneficially owned is 2,664,608 as of December 31, 2018, and (ii) Dimensional has sole voting power with respect to 2,603,767 shares and sole dispositive power with respect to all 2,664,608 shares.

⁽⁶⁾ Based upon a Schedule 13G filed by Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP (collectively “Wellington”) with the SEC (i) the number of shares beneficially owned is 2,654,947 as of December 31, 2018, and (ii) each of the entities has shared voting power with respect to 2,215,365 shares and shared dispositive power with respect to all 2,654,947 shares.

⁽⁷⁾ The shares of common stock are held in trust for the benefit of Mr. Vasquez and his wife as to which Mr. Vasquez and his wife share voting and investment power.

⁽⁸⁾ Includes 129,203 shares of common stock owned by the ESOP but allocated to Mr. Roberts’ account as of February 28, 2019 and 2,229 shares of common stock issuable upon the vesting of restricted stock units within 60 days after February 28, 2019.  As a result of having attained age 55 and continuing to be employed by Granite, Mr. Roberts is currently eligible to make withdrawals of his ESOP shares.

⁽⁹⁾ Includes 4,330 shares of Common Stock owned by the ESOP but allocated to Ms. Desai’s account as of February 28, 2019, 1,000 shares owned by her spouse and 15,544 shares in trust for the benefit of Ms. Desai’s family as to which shares Ms. Desai and her spouse share voting and investment power and 1,418 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days after February 28, 2019. Subject to continued employment by Granite, Ms. Desai will become eligible to make withdrawals of his ESOP shares when she attains age 55.

⁽¹⁰⁾ Includes 1,365 shares of Common Stock issuable upon the vesting of restricted stock units within 60 days after February 28, 2019.

⁽¹¹⁾ Includes 6,239 shares of Common Stock owned by the ESOP but allocated to Mr. Richards’ account as of February 28, 2019 and 8,486 shares of common stock issuable upon the vesting of restricted stock units within 60 days after February 28, 2019.  Subject to continued employment by Granite, Mr. Richards will become eligible to make withdrawals of his ESOP shares when he attains age 55.

⁽¹²⁾ Includes 2,229 shares of Common Stock issuable upon vesting of restricted stock units within 60 days after February 28, 2019.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our executive officers, directors and any persons who beneficially own more than 10% of our common stock to report ownership of, and transactions in, Granite stock with the SEC. Our executive officers, directors and any persons who beneficially own more than 10% of our common stock are required by SEC regulation to furnish to Granite copies of all Section 16(a) reports they file.

 

Based solely on our review of these reports and written representations from all of our executive officers and directors that no other reports were required with respect to their beneficial ownership of our common stock during fiscal year 2018, we believe that all reporting requirements applicable to our executive officers, directors and any persons who beneficially own more than 10% of our common stock pursuant to Section 16(a) of the Exchange Act were satisfied.

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Equity Compensation Plan Information

 

The following table contains information as of December 31, 2018 regarding stock authorized for issuance under the 1999 and 2012 Equity Incentive Plan:

 

⁽¹⁾ Reflects Restricted Stock Units covering 441,750 shares of common stock.

⁽²⁾ Reflects the exercise price per share of common stock purchasable upon the exercise of stock options only. As of December 31, 2018, no stock options were outstanding.

 

Transactions with Related Persons

 

Granite's legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions (transactions involving an executive officer, director, director nominee or greater than 5% beneficial owner of Granite common stock or an immediate family member of, or anyone (other than a tenant or employee) residing in the home of, an executive officer, director, director nominee or greater than 5% beneficial owner of Granite common stock). They also determine, based on the facts and circumstances, whether a related person has a direct or indirect interest in the transaction. In addition, the Board of Directors has adopted a written policy and written procedures for review and approval or ratification of related party transactions involving Granite. The policy requires the Audit/Compliance Committee's review and approval or ratification of any related party transaction (as defined in the policy) in which Granite is a participant. This includes, among other things, any related party transaction that would be required to be disclosed under the rules and regulations of the SEC.

 

Under the policy, the Audit/Compliance Committee reviews the material facts of all related party transactions that require the Audit/Compliance Committee's approval and either approves or disapproves of the entry into the related party transaction. If advance Audit/Compliance Committee approval of a related party transaction is not feasible, the transaction may only be entered into subject to the Audit/Compliance Committee's later approval. Thereafter, the Audit/Compliance Committee will consider the transaction, and, if the Audit/Compliance Committee determines it to be appropriate, ratify it at the next regularly scheduled meeting of the Audit/Compliance Committee. In determining whether to approve or ratify a related party transaction, the Audit/Compliance Committee takes into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person's interest in the transaction.

 

The Audit/Compliance Committee has determined that the following transactions shall be deemed to be pre-approved: (i) employment of an executive officer if (a) the executive officer's compensation is required to be reported in Granite's proxy statement or (b) the executive officer is not an immediate family member of another executive officer or director of Granite, the executive officer's compensation would be reported in Granite's proxy statement if the executive officer were a "named executive officer" and the Compensation Committee approved (or recommended that the Board approve) such compensation; (ii) compensation to a director required to be disclosed in Granite's proxy statement; (iii) any transaction with another company at which the related person's only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company's shares, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of that company's annual revenues; (iv) any charitable contribution, grant or endowment by Granite to a charitable organization, foundation or university at which a related person's only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $100,000 or 2% of the charitable organization's total annual receipts; (v) any transaction where the related

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person's interest arises solely from the ownership of Granite common stock and all holders of Granite common stock receive the same benefit on a pro rata basis; and (vi) any transaction with a related person involving services as a bank depositary of funds, transfer agent, registrar or trustee under a trust indenture or similar services.

 

In addition, the Board has delegated to the Chair of the Audit/Compliance Committee the authority to pre-approve or ratify (as applicable) any related person transaction in which the aggregate amount involved is expected to be less than $100,000.

 

No director who has an interest in the transaction under consideration may participate in the approval process. All related party transactions approved by the Audit/Compliance Committee must be disclosed to the full Board of Directors.

 

Report of the Audit/Compliance Committee

 

The Audit/Compliance Committee is appointed by the Board of Directors and reports to the Board at each meeting. Its purpose is to (a) assist the Board in its oversight of (1) Granite's accounting and financial reporting principles and policies, and internal and disclosure controls and procedures, including the internal audit function, (2) Granite's system of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, (3) the integrity of Granite's financial statements, (4) the qualifications and independence of Granite's independent registered public accounting firm, (5) Granite's compliance with legal and regulatory requirements, and (6) Granite's Corporate Compliance Program and Code of Conduct; and (b) serve as the Qualified Legal Compliance Committee of the Board of Directors as required. The Audit/Compliance Committee is solely responsible for selecting, evaluating, setting the compensation of, and, where deemed appropriate, replacing the independent registered public accounting firm.

 

Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls and the effectiveness of the internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit/Compliance Committee reviewed and discussed with management the audited financial statements in the Annual Report on Form 10-K for fiscal year ended December 31, 2018, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

 

The Audit/Compliance Committee also oversees our Ethics and Compliance Program, participates in the annual evaluation of our Corporate Compliance Officer and the Director of Internal Audit, and provides a detailed Annual Report to the Board on the progress of the program and plans for future activities.

 

The Director of Internal Audit reports directly to the Chairman of the Audit/Compliance Committee and has direct access and meets regularly with the Audit/Compliance Committee to discuss the results of internal audits and the quality of internal controls. The Corporate Compliance Officer also reports directly to the Audit/Compliance Committee.

 

The Audit/Compliance Committee reviewed and discussed with the independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of Granite's audited financial statements with generally accepted accounting principles, its judgments as to the quality of Granite's accounting principles, the clarity of disclosures in the financial statements and such other matters as are required to be discussed with the Committee under generally accepted auditing standards, including Public Company Accounting Oversight Board (United States) Auditing Standard No. 16, “Communications with Audit Committees,” as currently in effect. In addition, the Audit/Compliance Committee has discussed with the independent registered public accounting firm the auditor's independence from Granite and its management, and the matters in the written disclosures and the letter received by the Audit/Compliance Committee from the independent registered public accounting firm required by the Public Company Accounting Oversight Board.

 

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The Audit/Compliance Committee discussed with the independent registered public accounting firm the overall scope and plans for their audit. The Audit/Compliance Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of Granite's internal controls, including internal control over financial reporting, and the overall quality of Granite's financial reporting. In addition, the Audit/Compliance Committee reviewed with management and the independent registered public accounting firm drafts of Granite's quarterly and annual financial statements and press releases prior to the public release of the quarterly earnings. In addition to the quarterly review, the Audit/Compliance Committee met with the Chief Executive Officer and the Chief Financial Officer to discuss the process adopted by management to enable them to sign the certifications that are required to accompany reports filed with the SEC.

 

Based on the review and discussions referred to above, the Audit/Compliance Committee recommended to Granite's Board of Directors that Granite's audited financial statements be included in Granite's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

 

Members of the Audit/Compliance Committee:

 

This Report of the Audit/Compliance Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this Report of the Audit/Compliance Committee by reference therein.

 

 

Independent Registered Public Accountants

 

Principal Accountant Fees and Services

 

Aggregate fees for professional services rendered for us by PricewaterhouseCoopers LLP for the years ended December 31, 2018 and December 31, 2017 were:

 

⁽¹⁾ Audit Fees paid in 2017 and 2018 were for professional services rendered for the audits of Granite's consolidated financial statements, including audits of internal control over financial reporting, audits of subsidiary financial statements, quarterly financial reviews and audit related expenses.

⁽²⁾ Audit-Related Fees paid in 2018 included professional services rendered in connection with pre-qualifications and S-4 filing related to the acquisition of Layne Christensen Company. Audit-Related Fees paid in 2017 were for pre-qualifications.

⁽³⁾ All Other Fees include benchmark study, inform, and disclosure checklist paid in 2017 and 2018.

 

Audit/Compliance Committee Pre-Approval Policies and Procedures

 

The Audit/Compliance Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. During 2018, no services were provided to us by PricewaterhouseCoopers LLP other than in accordance with the pre-approval policies and procedures.

 

Based on its review of the non-audit services provided by PricewaterhouseCoopers LLP, the Audit/Compliance Committee believes that PricewaterhouseCoopers LLP's provision of such non-audit services is compatible with maintaining their independence.

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Proposal 2: Advisory Vote on Executive Compensation

 

The Board of Directors is asking shareholders to approve an annual advisory resolution on executive compensation. The Board of Directors is providing such vote pursuant to Section 14A of the Exchange Act. The advisory vote is a non-binding vote on the compensation of our Named Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. We received a favorable vote on a similar resolution at our 2018 Annual Meeting of Shareholders, with approximately 98% of our shareholders approving the resolution. The text of the resolution to be voted on at the annual meeting is as follows:

 

Resolved, that the shareholders of Granite Construction Incorporated approve, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the proxy statement for the Company's 2019 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities Exchange Act of 1934, as amended (which disclosure includes the Compensation Discussion and Analysis section, the Summary Compensation Table for 2018 and the related compensation tables and narrative disclosure within the Executive and Director Compensation and Other Matters section of the proxy statement).

 

The Company urges you to read the disclosure under "Compensation Discussion and Analysis," which discusses how our compensation policies and procedures implement our pay-for-performance compensation philosophy. You should also read the Summary Compensation Table and other related compensation tables and narrative disclosure which provide additional details about the compensation of our Named Executive Officers.  We have designed our executive compensation structure to attract, motivate and retain executives with the skills required to formulate and implement the Company's strategic objectives and create shareholder value. We believe that our executive compensation program is reasonable, competitive and strongly focused on pay for performance principles, and provides an appropriate balance between risk and incentives. In particular, key elements of our executive compensation program are:

 

The vote regarding the compensation of the Named Executive Officers described above, referred to as a "say-on-pay advisory vote," is advisory, and is therefore not binding on the Company, the Compensation Committee or the Board of Directors. Although non-binding, the Compensation Committee and the Board of Directors value the opinions that shareholders express in their votes and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs as they deem appropriate.

 

BOARD OF DIRECTORS RECOMMENDATION

 

The Board of Directors unanimously recommends a vote "FOR" the approval of the compensation of the Named Executive Officers as disclosed in this proxy statement and as described pursuant to the compensation disclosure rules of the Exchange Act.

 

 

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Proposal 3: Ratification of Independent Registered Public Accounting Firm

 

The Audit/Compliance Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP to serve as Granite's independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending December 31, 2019. PricewaterhouseCoopers LLP and its predecessor, Coopers & Lybrand, have been our auditors since 1982.

 

A representative of PricewaterhouseCoopers LLP will be present at the annual meeting. He or she will be given the opportunity to make a statement if he or she desires and will be available to respond to appropriate shareholder questions.

 

Although ratification is not required by Granite's bylaws or otherwise, the Board is submitting the selection of PricewaterhouseCoopers LLP to our shareholders for ratification as a matter of good corporate practice. If shareholders do not ratify the appointment of PricewaterhouseCoopers LLP as Granite's independent registered public accounting firm, the Audit/Compliance Committee will reconsider the appointment. Even if the selection is ratified, the Audit/Compliance Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of Granite and our shareholders.

 

BOARD OF DIRECTORS RECOMMENDATION

 

The Board of Directors unanimously recommends a vote "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, 2019.

 

 

 

 

Shareholder Proposals to be Presented at the 2020 Annual Meeting of Shareholders

 

Under Granite's bylaws, director nominations and proposals for other business to be presented at the annual shareholder meeting by a shareholder may be made only if that shareholder is entitled to vote at the meeting, timely gave the required notice, and was a shareholder of record at the time when he or she gave the required notice. The required notice must be in writing, must contain the information specified in our bylaws, and must be received at our principal executive offices, addressed to the Corporate Secretary, not less than 120 days prior to the first anniversary of the date the proxy statement for the preceding year's annual meeting of shareholders was released to shareholders. If no meeting was held in the previous year, the date of the annual meeting is changed by more than 30 calendar days from the previous year, or in the event of a special meeting, to be on time, the notice must be delivered by the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was made.

 

Separate from the requirements in our bylaws, you may submit proposals on matters appropriate for shareholder action at our annual meeting of shareholders in accordance with Rule 14a-8 promulgated under the Exchange Act ("Rule 14a-8"). Rule 14a-8 entitles a shareholder to require us to include certain shareholder proposals in Granite's proxy materials if the shareholder meets certain eligibility and timing requirements set forth in Rule 14a-8.

 

Pursuant to Granite's bylaws and Rule 14a-8, to be considered for inclusion in Granite's proxy statement or otherwise presented at our 2020 annual meeting of shareholders, a shareholder nomination or proposal must be received by our Secretary at Granite's principal executive offices on or before Wednesday, December 25, 2019.

 

 

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Householding

 

As permitted by the Exchange Act, only one copy of the Notice of Internet Availability of Proxy Materials or proxy materials is being delivered to shareholders residing at the same address, unless any shareholder has notified us of its desire to receive multiple copies of the Notice of Internet Availability of Proxy Materials or proxy materials, as applicable. This is known as householding. We will promptly deliver, upon oral or written request, a separate copy of the Notice of Internet Availability of Proxy Materials or the proxy materials, as applicable, to any shareholder residing at a shared address to which only one copy was mailed. Requests for additional copies of the Notice of Internet Availability of Proxy Materials or proxy materials, or requests to receive multiple or single copies of the Notice of Internet Availability of Proxy Materials or proxy materials at a shared address in the future, should be directed to: Granite Construction Incorporated, 585 West Beach Street, Watsonville, California 95076, Attention: Investor Relations Department, Telephone: 831.724.1011.

 

 

Form 10-K

 

Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (excluding exhibits) filed with the SEC are available, without charge, upon written request to Granite Construction Incorporated, 585 West Beach Street, Watsonville, California 95076, Attention: Investor Relations Department. Exhibits to the Annual Report on Form 10-K will be furnished upon payment of a fee of $0.25 per page to cover our expenses in furnishing the exhibits.

 

 

Other Matters

 

As of the date of this proxy statement, the only matters that management intends to present or knows that others will present at the meeting have been included in this proxy statement. If any other matters are properly presented at the meeting, or any adjournment, your shares will be voted in the discretion of the persons named on your proxy card.

 

Dated:  April 23, 2019

 

 

M. Craig Hall

Senior Vice President, General Counsel, Corporate Compliance Officer and Secretary

 

 

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GRANITE^TM Granite Construction Incorporated 585 West Beach Street Watsonville, CA 95076 ATTN:  Betty Kwong Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON  A1A 1A1 1 1 1 OF 2 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on June 5, 2019 for shares held directly and by 12:00 P.M. (noon) Eastern Time on June 4, 2019 for shares held in a Plan. 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. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on June 5, 2019 for shares held directly and by 12:00 P.M. (noon) Eastern Time on June 4, 2019 for shares held in a Plan. 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. NAME THE COMPANY NAME INC. – COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. – CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. – CLASS F THE COMPANY NAME INC. - 401 K CONTROL # 0000000000000000 SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 23,456,789,012.12345 123,456,789,012.12345 PAGE 1 OF 2 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY 0000416118_1 R1.0.1.18 The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For Against Abstain 1a. Claes G. Bjork 1b. Patricia D. Galloway 1c. Alan P. Krusi 1d. Jeffrey J. Lyash 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. 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, 2019. Yes No Please indicate if you plan to attend this meeting 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. Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 Signature [PLEASE SIGN WITHIN BOX] Date JOB # Signature (Joint Owners) Date SHARES CUSIP # SEQUENCE # 02 0000000000

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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 . 0000416118_2 R1.0.1.18 GRANITE CONSTRUCTION INCORPORATED Annual Meeting of Shareholders June 6, 2019 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, T. Rowe Price 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 Time on June 4, 2019, 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 Time on June 4, 2019, 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 23, 2019. 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

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GRAnITE Granite Construction Incorporated 585 West Beach Street Watsonville, CA 95076 ATTN:  Betty Kwong Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON  A1A 1A1 1 OF 2 1 1 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on June 5, 2019 for shares held directly and by 12:00 P.M. (noon) Eastern Time on June 4, 2019 for shares held in a Plan. 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. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on June 5, 2019 for shares held directly and by 12:00 P.M. (noon) Eastern Time on June 4, 2019 for shares held in a Plan. 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. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K CONTROL 0000000000000000 SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 PAGE 1 OF 2 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following: 1.  Election of Directors Nominees For Against Abstain 1a. Claes G. Bjork 1b. Patricia D. Galloway 1c. Alan P. Krusi 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. 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, 2019. Yes No Please indicate if you plan to attend this meeting 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. Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON  A1A 1A1 Signature [PLEASE SIGN WITHIN BOX] Date JOB # Signature (Joint Owners) Date  SHARES CUSIP # SEQUENCE # 0000416117_1 R1.0.1.18 020000000000

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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 6, 2019 10:30 AM PDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) James H. Roberts and Jigisha Desai 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 Time on June 6, 2019, at the Carmel Valley Ranch, 1 Old Ranch Road, Carmel, CA 93923, 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 23, 2019, 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 0000416117_2 R1.0.1.18

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