Antonio Carrillo
ArcosaAbout Antonio Carrillo
Antonio Carrillo is President and Chief Executive Officer of Arcosa, Inc. and a director since 2018; he is 58 and holds a B.S. in Mechanical and Electrical Engineering (Universidad Anáhuac) and an MBA in Finance (Wharton) . Under his leadership, Arcosa reported 2024 revenue of $2,570M, Adjusted EBITDA of $447M, Adjusted EBITDA margin of 17.4%, and 22% Enterprise Adjusted EBITDA growth, driven by portfolio actions including the Stavola acquisition and Steel Components divestiture . Shareholders supported pay-for-performance with 99% Say‑on‑Pay approval in 2024, and CEO target pay was 84% at risk, emphasizing alignment with results . Governance mitigates CEO/Director dual‑role risks via an independent Non‑Executive Chair, fully independent committees, and a determination that Carrillo is not independent due to employment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcosa, Inc. | President & Chief Executive Officer | 2018–present | Led portfolio transformation; record 2024 Adj. EBITDA; focus on margin expansion and deleveraging . |
| Trinity Industries, Inc. | SVP & Group President, Construction, Energy, Marine & Components | 2018 | Oversight of multi‑segment industrial portfolio during separation period . |
| Trinity Industries, Inc. | SVP & Group President, Energy Equipment Group; responsible for Mexico operations | 1996–2012 | International operating leadership across manufacturing footprint . |
| Orbia Advance Corp. (Mexichem) | Chief Executive Officer | 2012–2018 | Led specialty chemicals/construction materials business; large‑scale industrial leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NRG Energy, Inc. | Director | 2019–present | Public company board experience in energy markets . |
| Dr Pepper Snapple Group, Inc. | Director (prior) | 2015–2018 | Consumer sector board perspective . |
| Trinity Industries, Inc. | Director (prior) | 2014–2018 | Governance experience at former parent . |
| United Way of Metropolitan Dallas | Board, Chair | — | Community leadership and stakeholder engagement . |
| Dallas Citizens Council | Board | — | Civic and business community network . |
| Wharton School (Executive Board for Latin America) | Chairman | — | Global network and regional strategy insights . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 925,000 | 980,500 | 1,000,000 |
| Target Annual Incentive ($) | — | 1,078,550 | 1,100,000 |
| Target Bonus as % of Salary | — | 110% | 110% |
| Non‑Equity Incentive Paid ($) | 1,434,675 | 1,283,475 | 1,760,000 |
| Stock Awards (Grant‑date FV, $) | 3,943,232 | 4,189,222 | 4,514,806 |
| Total Compensation ($) | 6,322,796 | 6,474,120 | 7,296,479 |
Notes: 2024 target total direct comp mix for CEO is heavily at risk; company cites ~84% at‑risk .
Performance Compensation
2024 Annual Incentive Plan (Corporate Plan – CEO)
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Enterprise Adjusted EBITDA ($M) | 50% | 339.0 | 398.8 | 438.7 | 422.6 | 160% | 80% |
| Enterprise Adjusted EBITDA Margin | 30% | 14.4% | 15.6% | 17.6% | 17.0% | 168% | 50% |
| Execution of Strategic Initiatives | 20% | 20% | 100% | 200% | 150% (discretion) | 150% | 30% |
| Total AIP Payout | — | — | — | — | — | — | 160% |
2024 AIP design emphasized profitability by mirroring Group plans and adding Adjusted EBITDA Margin to the Corporate Plan; strategic initiatives considered growth, working capital, and sustainability execution .
Long‑Term Incentive (LTI) Structure
- Mix: 60% PBRSUs; 40% TBRSUs; 3‑year performance/vesting cycle; TBRSUs vest ratably on Mar 15, 2025/2026/2027; PBRSUs settle Mar 2027 for the 2024–2026 cycle .
- PBRSU Metrics and Weights: Average Pre‑Tax ROC (40%), Cumulative Adjusted EPS (40%), Relative TSR (20%); 0–200% payout range .
| 2024 LTI Target Values (CEO) | Amount ($) |
|---|---|
| TBRSUs (Time‑based) | 1,720,000 |
| PBRSUs (Performance‑based) | 2,580,000 |
| Total LTI Target | 4,300,000 |
| 2024 Grants (CEO) | Grant Date | Shares/Units | Grant‑Date FV ($) |
|---|---|---|---|
| PBRSUs (target) | 3/7/2024 | 30,103 | 2,794,778 |
| TBRSUs | 3/7/2024 | 20,068 | 1,720,028 |
Recent performance cycle: 2022–2024 PBRSUs approved to vest at 194.4% in May 2025 (CEO target units 40,468; payout 78,670) after adjustments for portfolio changes; AMP tax credits excluded from metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 508,203 shares; 1.0% of class (as of Mar 21, 2025) . |
| Rights to Acquire (≤60 days) | 78,670 shares from 2022–2024 PBRSUs vesting May 15, 2025 . |
| Unvested TBRSUs (12/31/24) | 69,436 units; MV $5,656,168 at $96.74 . |
| Unearned PBRSUs (2023–2025) | 39,208 target units; MV $3,792,982 . |
| Unearned PBRSUs (2024–2026) | 30,103 target units; MV $2,912,164 . |
| Stock Ownership Guidelines | CEO: 5× base salary; all executives/directors have met or are on track within 5 years . |
| Pledging/Hedging | Prohibited for officers/directors; as of Mar 21, 2025, no pledges by directors/officers . |
| Options | Company does not grant stock options; no options outstanding . |
Upcoming Vesting and Potential Selling Pressure
| Date | Type | Shares (ACA) |
|---|---|---|
| Mar 15, 2025 | TBRSU tranche | 15,403 |
| May 15, 2025 | 2022–2024 PBRSUs (payout) | 78,670 |
| Mar 15, 2026 | TBRSU tranche | 15,402 |
| Mar 15, 2027 | TBRSU tranche | 6,689 |
| Mar 2027 | 2024–2026 PBRSUs (0–200% of 30,103) | 0–60,206 (settlement in shares) |
Note: Insider trading policy governs trade windows; hedging/pledging prohibited, reducing misalignment risks .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Contract | None; no individual employment agreements for NEOs . |
| Clawback | NYSE‑compliant; applies to incentive comp upon restatement . |
| CIC Plan | 2022 CIC Plan; double‑trigger (CIC + qualifying termination) for severance and equity vesting (post‑12/6/2018 grants) . |
| CIC Cash Multiple | CEO: 3× (salary + higher of target or in‑year actual AIP if >6 months); prorated target AIP also payable . |
| Benefits Post‑CIC | 24 months continuation of benefits; outplacement up to $15,000 . |
| Tax Gross‑Ups | None for CIC; payments reduced if needed to optimize after‑tax benefit . |
| Restrictive Covenants | Non‑compete, non‑solicit, non‑recruit: 12 months post‑termination; confidentiality and non‑disparagement survive . |
| Death/Disability/Retirement Illustrative (12/31/24) | CEO: Equity acceleration ~$13.07M; AIP $1.76M; totals ~$14.83M (death/disability); retirement total ~$12.10M . |
| CIC Illustrative (12/31/24) | CEO: Equity $16,276,188; AIP $1,100,000; Cash $8,280,000; Benefits $50,590; Total $25,706,778 . |
| Deferred Comp | CEO balance $527,574; 2024 earnings $72,311 (legacy director fees plan) . |
Board Governance
- Board Service: Director since 2018; not independent due to employment; serves as CEO and director; does not serve on Board committees .
- Leadership Structure: Independent Non‑Executive Chair (Rhys J. Best); committees (Audit, Governance & Sustainability, Human Resources) are 100% independent; independent executive sessions held regularly .
- Attendance and Oversight: Five Board meetings and 14 committee meetings in 2024; all directors attended ≥75% of their meetings; robust risk oversight across Board and committees .
- Director Compensation: CEO receives no additional pay for Board service .
- Dual‑Role Implications: CEO/Director combination is mitigated by an independent Chair, fully independent committees, majority‑independent Board, and strong governance policies (clawback, anti‑hedging/pledging) supporting oversight and alignment .
Performance & Track Record
| Indicator | 2024 Outcome |
|---|---|
| Revenue | $2,570M |
| Adjusted EBITDA | $447M |
| Adjusted EBITDA Margin | 17.4% |
| Strategic Actions | Closed $1.2B Stavola acquisition; additional bolt‑ons; divested Steel Components; strengthened footprint and mix . |
| AIP Payout (CEO) | 160% (bonus paid $1,760,000) . |
| Say‑on‑Pay | 99% support in 2024 . |
| TSR (disclosure series) | Company TSR “value of $100” 221 in 2024; PEO CAP reflects stock performance and PBRSU performance sensitivity . |
Compensation Committee Analysis
- Consultant: Pay Governance LLC; independent; fees <1% of consultant’s revenues; no conflicts found .
- Philosophy: Target around median of peer survey data; majority at‑risk pay; metrics designed for ROIC, EPS, and rTSR alignment .
- Peer Group (for 2024 benchmarking): Includes Valmont, Martin Marietta, Vulcan, Commercial Metals, ITT, Graco, Flowserve, etc. .
- Program Changes: Corporate AIP metrics modified in 2024 to focus management on enterprise margin expansion (added Adj. EBITDA Margin; reweightings) .
Equity Ownership & Director/Officer Holdings Policy
- Security Ownership: CEO 508,203 shares (1.0%); all directors/officers as group 951,774 (2.0%); no pledged shares as of Mar 21, 2025 .
- Policy: Prohibits pledging/hedging; robust stock ownership guidelines (CEO 5× salary) with compliance on track .
Related Party Transactions and Risks
- Related Parties: None in 2024 requiring disclosure under Item 404; a formal review/approval policy is in place .
- Red Flags: No stock option repricing; no tax gross‑ups in CIC plan; clawback policy adopted; prohibition on hedging/pledging; insider trading policy in place .
Say‑on‑Pay & Shareholder Feedback
- Shareholder Engagement: Proactive program with 75% of top 25 holders engaged; feedback informs compensation and strategy .
- Say‑on‑Pay Results: 99% approval at 2024 Annual Meeting, indicating strong support for pay programs .
Investment Implications
- Pay‑for‑Performance Alignment: High at‑risk mix (AIP tied to EBITDA and margin; PBRSUs to ROC/Adj. EPS/rTSR) supports incentive consistency with value creation; 160% AIP payout reflects above‑target execution in 2024 .
- Selling Pressure Watch: Large vesting events in 2025 (TBRSUs + 2022–2024 PBRSUs) and scheduled tranches through 2027 may create episodic liquidity; hedging/pledging prohibitions and trading windows mitigate risk, but monitor Form 4s around Mar/May dates .
- Retention/Protection: No employment contract but robust CIC (double‑trigger, 3× cash for CEO) plus 12‑month non‑compete reduce transition risk while avoiding gross‑ups; governance structure (independent Chair; independent committees) addresses CEO/Director dual‑role concerns .
- Track Record: Record Adj. EBITDA with portfolio upgrades and margin emphasis; strong Say‑on‑Pay suggests investor support for compensation design and execution under Carrillo .