Gail Peck
ArcosaAbout Gail Peck
Gail M. Peck is Chief Financial Officer of Arcosa, Inc., appointed effective June 1, 2021, after serving as SVP, Finance & Treasurer since the 2018 spin-off; prior roles include VP Finance & Treasurer at Trinity Industries and Centex Corporation; she holds an MBA from UNC Kenan-Flagler and a BA in Economics from Trinity College (Hartford) . Under Peck’s finance leadership, Arcosa reported 2024 revenues of $2,569.9M, Enterprise Adjusted EBITDA of $447.0M (17.4% margin), and Pre-Tax Return on Capital of 20.1%; 2023 revenues were $2,307.9M and Adjusted EBITDA $367.6M (15.9% margin) . Arcosa’s pay program puts ~67% of non-CEO NEO pay “at risk,” aligned to Adjusted EBITDA, margin, ROC, EPS and relative TSR, with 99% Say-on-Pay support in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcosa, Inc. | Chief Financial Officer and Treasurer | Appointed Jun 1, 2021 | Executive finance leadership at infrastructure products company |
| Arcosa, Inc. | SVP, Finance & Treasurer | Nov 2018 – May 2021 | Senior corporate finance and treasury leadership |
| Trinity Industries, Inc. | VP, Finance & Treasurer | 2010 – Nov 2018 | Corporate finance and treasury leadership |
| Centex Corporation | VP & Treasurer | 2004 – 2009 | Corporate treasury leadership |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Target Bonus % of Salary |
|---|---|---|---|
| 2024 | 546,000 | 382,200 | 70% |
| 2023 | 525,000 | 367,500 | 70% |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Corporate Plan (CFO)
| Metric | Weight | Threshold (20%) | Target (100%) | Max (200%) | 2024 Actual | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Enterprise Adjusted EBITDA ($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% | HR Committee eval. 150% | 150% | 30% |
| Total Payout | 160% | 160% |
- CFO 2024 AIP cash paid: $611,520 (160% of target) .
Long-Term Incentive (LTI) Structure and 2024 Grants
| Component | Weight | Metrics / Terms | Grant/Measurement Dates | 2024 CFO Target Value ($) | 2024 CFO Granted Units |
|---|---|---|---|---|---|
| PBRSUs | 60% of LTI | 3-year Average Pre-Tax ROC (40%), Cumulative Adjusted EPS (40%), relative TSR vs S&P SmallCap 600 (20%); payout 0–200% | Performance period 1/1/2024–12/31/2026; settles Mar 2027 | 524,160 | 6,117 target units |
| TBRSUs | 40% of LTI | Time-based vesting, retentive | Vests 1/3 each on Mar 15, 2025/2026/2027 | 349,440 | 4,078 units |
Recent PBRSU Cycle Payouts (Earned)
| PBRSU Cycle | Metric Mix | CFO Target Units | Payout % | Final Units | Settlement Date |
|---|---|---|---|---|---|
| 2022–2024 | ROC, Cumulative Adjusted EPS, rTSR | 8,477 | 194.4% | 16,480 | May 15, 2025 |
| 2021–2023 | ROC, Cumulative Adjusted EPS | 3,631 | 168% | 6,101 | May 2024 |
Equity Ownership & Alignment
Outstanding and Unvested Awards (as of Dec 31, 2024)
| Category | Units | Market Value ($) | Notes |
|---|---|---|---|
| Unvested Restricted Shares/TBRSUs (ACA + legacy TRN-related) | 47,584 | 3,863,658 | Includes time-based RSUs; market value at $96.74 ACA and $35.10 TRN |
| 2023–2025 PBRSUs (target) | 8,193 | 792,591 | Earned 0–200% at Mar 2026 settlement |
| 2024–2026 PBRSUs (target) | 6,117 | 591,759 | Earned 0–200% at Mar 2027 settlement |
| 2022–2024 PBRSUs (earned) | 16,480 | 1,594,275 | Certified for May 15, 2025 settlement |
Upcoming Scheduled Vests (CFO ACA counts)
| Vest Date | Units (ACA) |
|---|---|
| Mar 15, 2025 | 3,181 |
| May 15, 2025 | 7,380 |
| Mar 15, 2026 | 3,179 |
| May 15, 2026 | 6,608 |
| Mar 15, 2027 | 1,359 |
| May 15, 2027 | 11,657 |
| May 15, 2028 | 1,333 |
| May 15, 2029 | 888 |
- One-time retention grant (May 9, 2023): 21,985 TBRSUs to Peck, vesting 25% on May 15, 2025; 25% on May 15, 2026; 50% on May 15, 2027 .
- Stock ownership guidelines: CFO required to hold 3x base salary; management states directors/NEOs have met or are on track within 5 years .
- Hedging/pledging: Company prohibits short sales, hedging, margin accounts, and pledging of Arcosa stock .
- Options: Company has not historically granted stock options; none outstanding for NEOs as of 2024 .
Employment Terms
Change-in-Control (CIC) Severance Plan (2022 CIC Plan)
| Provision | Details |
|---|---|
| Trigger | Double trigger: CIC plus qualifying termination (without Cause or for Good Reason) within 6 months prior to/in connection with CIC or within 2 years after CIC |
| Cash Severance | CFO multiple of 2x (base salary + target AIP; if >6 months into year, actual AIP may apply) |
| AIP | Prorated target bonus for year of termination |
| Equity | 100% vesting of unvested equity awards granted on/after Dec 6, 2018 |
| Benefits | 24 months of medical, dental, vision, life; up to $15,000 outplacement |
| Covenants | 12-month non-compete, non-solicit, non-recruit; confidentiality and non-disparagement survive |
| Tax Gross-Ups | None; cutback if beneficial |
- No individual employment contract; company indicates NEOs/senior officers have no employment contracts .
- Clawback: NYSE-compliant clawback policy for Section 16 officers .
- Death/Disability/Retirement: Equity accelerates on death/disability (and in some cases retirement); AIP may be pro-rated at HR Committee discretion . Illustrative CFO values as of 12/31/2024: Death/Disability equity $5,409,969; AIP $611,520; Retirement equity $2,784,872; AIP $611,520 .
Deferred Compensation and 401(k)
| Item | 2024 CFO Amount ($) |
|---|---|
| Deferred Compensation Aggregate Balance (year-end) | 677,089 |
| 2024 Deferred Comp Earnings | 38,652 |
| 401(k) Company Match (cap) | 20,700; CFO “All Other Compensation” total equals $20,700 |
Compensation Structure Notes (Alignment/Risk)
- AIP metrics for CFO (2024): Enterprise Adjusted EBITDA (50%), EBITDA Margin (30%), Strategic Initiatives (20%); payout 160% (above target), consistent with strong EBITDA/margin performance and strategic execution .
- LTI metrics drive multi-year value creation: ROC, Cumulative Adjusted EPS, rTSR (vs S&P SmallCap 600); PBRSU cycles have paid above target (e.g., 194.4% for 2022–2024), indicating strong financial/relative performance through the cycle .
- Governance protections: no option grants, no excise tax gross-ups, robust clawback, and no pledging/hedging allowed .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 99% in 2024; management emphasizes ongoing investor outreach with top holders . Say-on-Pay approval also 99% in 2023 .
Compensation Peer Group (for benchmarking)
- Peer group used for 2024 pay benchmarking includes AZZ, ESAB, Martin Marietta, Flowserve, Nordson, Commercial Metals, Granite Construction, Valmont, Dycom, ITT, Vulcan, Eagle Materials, Kirby, Watts Water, Chart, Graco, Gibraltar, Summit Materials, Carpenter Technology, EnPro (full list in filing) .
- For Pay-versus-Performance disclosure, the peer index for TSR changed to Russell 3000 Construction & Materials sector in 2024 (from S&P SmallCap 600 Construction & Engineering) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenues ($M) | 2,307.9 | 2,569.9 |
| Enterprise Adjusted EBITDA ($M) | 367.6 | 447.0 |
| Adjusted EBITDA Margin (%) | 15.9% | 17.4% |
| Pre-Tax Return on Capital (%) | 19.3% | 20.1% |
| Company TSR – $100 initial value (year-end) | 188 | 221 |
Education & Qualifications
- MBA, UNC Kenan-Flagler; BA in Economics, Trinity College (Hartford) .
- CFO role includes recommending performance measurements for AIP and LTI and certifying achievement of financial measures .
Investment Implications
- Compensation-performance linkage is strong: 2024 AIP paid at 160% on EBITDA/margin/strategic execution; multi-year PBRSUs align to ROC, EPS, and rTSR and have paid well above target, signaling sustained operating execution and relative outperformance .
- Retention risk mitigated: 2023 one-time TBRSU retention grant to CFO with long-dated vesting (through 2027) indicates proactive retention focus in a competitive market for finance talent .
- Selling pressure and vesting overhang: Substantial scheduled vests in 2025–2027 (including 2022–2024 PBRSU payout in May 2025) could create episodic liquidity events; note company prohibits pledging/hedging and has ownership guidelines to maintain alignment .
- Change-in-control economics are moderate (2x cash for CFO, double-trigger) with no tax gross-ups and robust clawback—shareholder-friendly features that limit windfall risks while supporting retention through potential strategic transactions .