Charles Collins IV
About Charles Collins IV
Charles E. Collins IV, age 47, is Chief Executive Officer of Gemma Power Systems, Argan’s largest operating subsidiary, a role he has held since November 2021 after serving as Co-President, Director of Projects, and Project Manager; he is a certified Project Management Professional and holds multiple state contracting licenses . Under his leadership at the operating level, Argan delivered FY2025 revenue growth of 52.5% to $874M, EBITDA more than doubled to $114M, and backlog expanded to ~$1.36B, while one-year TSR reached ~120% (well above peers) — performance metrics that inform his incentive design and payouts .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gemma Power Systems (Argan subsidiary) | Chief Executive Officer | Nov 2021–present | Accountable for leadership and management of Gemma’s operations and financial performance . |
| Gemma Power Systems | Co-President | Aug 2018–Nov 2021 | Senior operating leadership within Gemma . |
| Gemma Power Systems | Director of Projects | Jul 2018–Jul 2019 | Directed project execution within Gemma . |
| Gemma Power Systems | Project Manager | Pre–Jul 2018 | Project delivery roles at Gemma . |
External Roles
- None disclosed in the proxy statement .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary ($) | $400,000 | $481,410 | $647,788 |
| All other comp ($) | $59,071 | $46,000 | $62,085 |
| Total compensation ($) | $2,680,732 | $2,447,723 | $4,713,404 |
- Employment agreement (effective Sep 16, 2024): base salary $650,000 through May 31, 2025, increasing to $780,000 from Jun 1, 2025; term through Sep 15, 2027 with automatic one-year renewals .
Performance Compensation
Cash incentives and bonus outcomes
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Non‑equity incentive plan (performance-based) ($) | $1,400,000 | $1,150,000 | $3,050,000 |
| Discretionary cash bonus ($) | $250,000 | $350,000 | $450,000 |
Equity awards granted (recent)
| Award type | Grant date | Target/No. of shares | Grant-date fair value ($) | Key terms |
|---|---|---|---|---|
| Non‑qualified stock options | Apr 16, 2025 | 1,000 | $43,251 | 3-year ratable vesting; 10-year term; strike equals grant-date price ($148.72) . |
| PRSU (Relative TSR) | Apr 16, 2025 | 500 target | $65,780 | 3-year cliff; payout per peer-rank scale (0%–200%) . |
| EPRSU (EPS growth) | Apr 16, 2025 | 3,000 target | $223,080 | 3-year cliff; payout by EPS CAGR scale (0%–200%) . |
| RRSU (Renewable RUPO) | Apr 16, 2025 | Up to 2,500 | $148,720 | Earns by achieving annual/cumulative RUPO hurdles over 3 years . |
| TRSU (time-based) | Apr 16, 2025 | 2,000 | $297,440 | 3-year ratable vesting; dividend adjustments . |
| Non‑qualified stock options | Apr 16, 2024 | 1,500 | $20,835 | 3-year ratable vesting; 10-year term; strike $61.22 . |
| PRSU (Relative TSR) | Apr 16, 2024 | 1,000 target | $54,156 | 3-year cliff; peer‑rank payout 0%–200% . |
| EPRSU (EPS growth) | Apr 16, 2024 | 2,000 target | $61,220 | 3-year cliff; EPS CAGR payout 0%–200% . |
| RRSU (Renewable RUPO) | Apr 16, 2024 | 5,000 | $122,440 | RUPO hurdles with in-year issuances on achievement . |
| TRSU (time-based) | Apr 16, 2024 | 4,000 | $244,880 | 3-year ratable vesting; dividend adjustments . |
Performance metrics, targets, actuals, payout, vesting
| Metric | Weighting | Target/threshold | Actual (FY2025) | Payout | Vesting |
|---|---|---|---|---|---|
| Gemma Adjusted EBITDA | Not disclosed | ≥$40M; pays 1.4%–3.0% of Adjusted EBITDA on sliding scale | $101.7M | Included in $3,050,000 non‑equity incentive plan payout | Annual cash |
| Gemma EBITDA margin | Not disclosed | ≥10%; pays 0.3%–1.2% of Adjusted EBITDA on sliding scale | 16.0% | Included in $3,050,000 non‑equity incentive plan payout | Annual cash |
| Project safety RIR | Not disclosed | RIR 0.0–1.5 scale up to $250,000 | <0.50 (CY2024) | $250,000 (within $3,050,000) | Annual cash |
| PRSU (Relative TSR) | N/A | Peer‑rank scale (≤7th rank = 0%; 6th–7th = 100%; 5th = 150%; top 4 = 200%) | 3-year performance period | Earned shares per scale | 3-year cliff |
| EPRSU (EPS CAGR) | N/A | 2025 award scale: <7.5% (0%); 20% (100%); >40% (200%) | 3-year performance period | Earned shares per scale | 3-year cliff |
| RRSU (Renewable RUPO) | N/A | Annual and cumulative RUPO hurdles; share issuance on achievement | FY2024/25: several hurdles achieved (net settled shares issued) | Earned shares as hurdles met | Within 3-year term |
Vesting highlights and recent issuances:
- 2024 RRSU $100M RUPO and 2025 RRSU $175M RUPO hurdles achieved; net 826 and 838 shares issued in Apr 2024 and Apr 2025, respectively; 2022 RRSU $225M and $300M (and $675M cumulative) hurdles triggered issuances totaling 3,431 net shares by Apr 2025; a 2022 $150M hurdle tranche was forfeited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 66,490 shares; includes 54,166 fully vested options; <1% of shares outstanding . |
| Stock ownership guideline (NEO) | CEO, Gemma – 1x salary ($650,000) requirement; Collins holds 28,644 “counted” shares valued $3,838,616 as of Apr 22, 2025; status: Meets . |
| Anti‑pledging/hedging | No pledging permitted; anti‑hedging/shorting/derivative trading policy applies . |
| Clawback | Revised clawback policy adopted Oct 2023 for restatements/erroneous incentive pay . |
Outstanding equity (as of Jan 31, 2025)
- Options outstanding and status
- Exercisable: multiple grants; aggregate disclosed as 54,166 fully vested options ; detailed strikes and schedules provided (e.g., 5,000 @ $46.35 exp 2028; 25,000 @ $43.10 exp 2028; 10,000 @ $42.31 exp 2029; 10,000 @ $33.81 exp 2030; 3,334 @ $36.78 exp 2032; 833 @ $39.47 exp 2033) .
- Unexercisable: 1,666 @ $36.78 (2032), 1,667 @ $39.47 (2033), 1,500 @ $61.22 (2034); total 4,833 options .
- Approximate in‑the‑money value (exercisable): ~$5.18M computed using $136.80 closing price on Jan 31, 2025 and the disclosed strike prices . Approximate ITM value (unexercisable): ~$0.44M using the same method .
- Unvested/at‑risk share units and market value at $136.80 (max or scheduled):
- EPRSUs: up to 9,000 shares; $1,231,200 .
- PRSUs: up to 6,000 shares; $820,800 .
- RRSUs: up to 15,500 shares; $2,120,400 .
- TRSUs scheduled to vest: 10,667 shares; $1,459,246 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement and term | Gemma CEO agreement renewed Sep 16, 2024; through Sep 15, 2027; auto-renews for one-year periods . |
| Base salary | $650,000 through May 31, 2025; $780,000 effective Jun 1, 2025 . |
| Incentive structure | Performance-based cash tied to Gemma Adjusted EBITDA level, EBITDA margin %, and safety RIR; formulas defined; cap $4,000,000 per fiscal year for performance-based cash . |
| Equity eligibility | Eligible for options, PRSUs (TSR), EPRSUs (EPS), RRSUs (Renewable RUPO), TRSUs . |
| Severance (without cause / good reason) | 12 months salary; pro‑rata performance‑based cash for the year (after audit); 12 months health/benefits (subject to conditions) . |
| Change‑in‑control | If terminated on or within 24 months post‑CoC, lump sum equal to 12× monthly salary (double‑trigger) ; company policy avoids single‑trigger provisions . |
| Restrictive covenants | Confidentiality; non‑solicit and non‑compete during employment and for two years thereafter . |
| Deferred compensation | Participant in Gemma’s nonqualified deferred comp plan (legacy balance $125,000 at Jan 31, 2025; $175,000 distributed in FY2025); vesting 4–6 years, continuous service required . |
Investment Implications
- Pay-for-performance alignment is strong: the predominant driver of Collins’ annual cash incentive is Gemma’s adjusted EBITDA level, EBITDA margin, and safety performance, which were robust in FY2025 ($101.7M EBITDA; 16% margin; RIR <0.50), yielding a $3.05M non‑equity incentive payout plus a $450k discretionary bonus tied to broader contributions .
- Equity mix and vesting create medium‑term retention and potential selling pressure: large in‑the‑money options (exercisable ~54,166) and significant unvested PRSU/EPRSU/RRSU inventories provide ongoing alignment but could motivate liquidity events around vesting windows; anti‑pledging/hedging and ownership‑guideline policies mitigate adverse alignment risks .
- Retention risk appears contained near term: a three‑year employment term through 2027, a mid‑term base step‑up to $780k, double‑trigger CoC protection, and two‑year non‑compete/non‑solicit reduce flight risk during a backlog upswing (~$1.36B at FY2025 year‑end, further increased by awards subsequent to year‑end) .
- Governance signals are shareholder‑friendly: 94% Say‑on‑Pay support in the prior year, a formal clawback, no pledging/hedging, stock ownership guidelines (met), and explicit avoidance of single‑trigger CoC provisions collectively support compensation quality and alignment .