Joshua Baugher
About Joshua Baugher
Joshua S. Baugher, age 44, is Argan, Inc.’s Senior Vice President, Chief Financial Officer, and Treasurer (principal financial officer) effective September 16, 2024; he is a licensed CPA with a B.S. in Accounting from George Mason University . During FY 2025 (year ended Jan 31, 2025), Argan delivered strong results: revenues rose to $874 million from $573 million (+52.5% YoY) and EBITDA reached $114 million vs $51 million, with EBITDA margin of 13.0%—supporting the “pay-for-performance” backdrop for holding-company executives (CEO and CFO) . Over the five years ended January 31, 2025, Argan’s TSR grew approximately 280%; one‑year TSR was 120% (75th–92nd percentile vs peers depending on horizon) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Argan, Inc. | Vice President & Corporate Controller | 2022–Sep 2024 | Led financial reporting and technical accounting prior to CFO appointment . |
| Charles River Associates | Financial reporting/technical accounting leadership | Oct 2018–Dec 2022 | Oversaw financial reporting and technical accounting at a public global consulting firm . |
| CohnReznick | Financial auditor/manager | ~9 years (prior to 2018) | Managed a diverse portfolio of clients; foundation in public accounting and audit . |
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Annual base salary (contract) | $250,000 |
| Salary earned (SCT) | $218,750 |
| Target annual cash bonus | 75% of base salary |
| Actual annual cash bonus | $225,000 (paid Mar–Apr 2025) |
| Cash incentive cap policy | CEO/CFO cash incentive capped at 200% of base to mitigate windfalls |
Performance Compensation
Long-term incentives and grants
| Award type | Grant date | Target/granted (#) | Metric / strike | Vesting / term | Fair value |
|---|---|---|---|---|---|
| TRSU | 4/16/2024 | 3,000 | Time-based | Ratable over 3 years; dividend-adjusted | $183,660 |
| NQ Stock Options | 4/16/2024 | 1,500 | $61.22 strike; 10‑yr term | Ratable over 3 years; expire 4/16/2034 | $20,835 |
| EPRSU | 4/2025 | 3,750 (target) | 3‑yr compounded diluted EPS growth | Settles at 3rd anniversary based on EPS growth scale | $278,850 |
| PRSU | 4/2025 | 1,500 (target) | Relative TSR vs 13‑company peer group | 3‑yr period, payout by percentile rank | $197,340 |
| TRSU | 4/2025 | 2,000 | Time-based | Ratable over 3 years; dividend-adjusted | $297,440 |
| NQ Stock Options | 4/2025 | 1,000 | $148.72 strike; 10‑yr term | Ratable over 3 years | $43,251 |
Incentive plan mechanics (performance linkage)
| Incentive type | Metric | Weighting | Target | Actual to-date | Payout formula | Vesting |
|---|---|---|---|---|---|---|
| PRSU | Relative TSR vs designated peer group (13 incl. AGX) | Not disclosed | 1,500 (2025 award) | Performance period in progress | Payout scale by percentile: 7th/6th=100%, 5th=150%, 4th–1st=200%; below 7th no payout | Cliff at 3 years |
| EPRSU | Compounded diluted EPS growth over 3 fiscal years | Not disclosed | 3,750 (2025 award) | Performance period in progress | 2025 award scale: <7.5% = 0%; 7.5%→25% = 25%→125%; 30%→35%→>40% = 150%→175%→200% | Cliff at 3 years |
| TRSU | Time-based | N/A | 3,000 (2024) / 2,000 (2025) | N/A | N/A | Ratable over 3 years; dividend adjustments |
| NQ Options | Equity option | N/A | 1,500 (2024) / 1,000 (2025) | N/A | N/A | Ratable over 3 years; 10‑year term; no repricing permitted |
Stock options and TRSUs vest ratably over three years; all options expire 10 years from grant; the 2024 grant has $61.22 strike (exp. 4/16/2034) and the 2025 grant has $148.72 strike (Black‑Scholes fair values shown) . The 2020 Plan disallows repricing or cancel/regrant .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (1/31/2025) | 375 shares; less than 1% of outstanding (13,634,214 shares) |
| Outstanding TRSUs (unvested) | 4,167 shares scheduled to vest over 3 years (valued at $136.80 per share reference) |
| Stock options outstanding | 1,500 unexercisable at $61.22, expiring 4/16/2034 |
| Shares vested in FY 2025 | 598 shares vested; value realized $36,974 (company may withhold shares for taxes) |
| Ownership guidelines | CFO required to hold 1x salary; meets requirement with 5,256 shares valued at $494,966 as of Apr 22, 2025 (calc includes 25% of target RSUs) |
| Pledging/hedging | No pledging policy; anti‑hedging policy prohibits speculative/derivative transactions |
| Holding requirement | Until meeting guideline, must retain ≥50% of net after‑tax shares from awards; sales otherwise restricted |
Employment Terms
| Term | Detail |
|---|---|
| Role and start date | CFO & Treasurer; effective September 16, 2024 |
| Contract term | Initial 2‑year term to Sep 15, 2026; auto‑renews for 1‑year periods unless non‑renewal notice |
| Base salary | $250,000 per annum |
| Target bonus | 75% of base, subject to performance criteria at Board discretion |
| Eligibility for equity | Eligible for options, PRSUs, EPRSUs, TRSUs under 2020 Stock Plan |
| Severance (no‑cause/Good Reason) | 6 months salary continuation and 6 months benefits continuation (health until eligible elsewhere) |
| Change‑in‑control (CIC) | If terminated on/within 12 months post‑CIC: lump sum = 6× monthly salary (i.e., 0.5× annual) |
| Restrictive covenants | Confidentiality; non‑compete and non‑solicit for 2 years post‑term; non‑disparagement |
| Clawback policy | NYSE/SEC‑aligned clawback adopted Oct 2023 for incentive‑based compensation on restatements |
| Insider trading | Policy prohibits trading on MNPI; anti‑hedging in effect |
Company Performance Context (for pay-for-performance assessment)
| Metric ($USD thousands) | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues | 392,206 | 509,370 | 455,040 | 573,333 | 874,179 |
| EBITDA | 29,504 | 51,299 | 49,715 | 51,338 | 113,500 |
| EBITDA as % of revenues | 7.5% | 10.6% | 10.6% | 9.0% | 13.0% |
FY 2025 highlights: revenues +52.5% YoY; EBITDA ~$114 million; strong backlog and safety outcomes cited in bonus determinations .
Investment Implications
- Alignment and performance linkage: The CFO’s at‑risk pay mix is heavily equity‑based (TRSUs, PRSUs, EPRSUs) with three‑year vesting/performance periods tied to relative TSR and multi‑year EPS growth, aligning compensation with shareholder value creation and recent acceleration in revenue/EBITDA .
- Retention and selling pressure: Multi‑year vesting across TRSUs/options plus ownership guidelines (and a 50% net‑share retention rule until compliant) mitigate near‑term selling pressure; Baugher is in compliance with guidelines as of April 22, 2025 .
- Governance risk: No pledging, anti‑hedging, and an NYSE/SEC‑compliant clawback reduce governance red flags; the stock plan prohibits option repricing .
- Downside protection economics: Severance is moderate (6 months salary/benefits), CIC protection is relatively conservative (0.5× annual salary), suggesting balanced retention without excessive golden parachutes .
- Execution backdrop: FY 2025’s sharp improvement (revenues +52.5% and EBITDA margin 13%) and strong TSR provide supportive context for equity awards settling over FY 2026–FY 2028; actual PRSU/EPRSU payouts remain contingent on forward execution versus peer TSR and compounded EPS targets .
Overall: Compensation design emphasizes multi‑year EPS growth and relative TSR, with clear vesting and conservative CIC/severance terms—supportive of alignment and retention while limiting governance risk, and creating potential upside participation if recent operating momentum sustains .