Karen Sweeney
About Karen A. Sweeney
Independent director at Argan, Inc. (AGX) since 2024; age 67. She chairs the Responsible Business Committee and serves on the Audit Committee. Sweeney brings 40+ years in construction engineering and operations (Turner Construction), with expertise across sales, contracting, field operations, client management, and inclusion/community leadership. Independence affirmed under NYSE standards; she attended all Board/committee meetings in FY2025, and all directors attended the last annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turner Construction Company | Joined as Field Engineer; roles in estimating, procurement, engineering, M/E coordination, project management | 1980 onward | Promoted VP & Manager (1998) leading Special Projects growth in D.C.; VP & GM, Cleveland (2000) – first woman to head a Turner office; VP leading company-wide Diversity & Inclusion (2009); SVP, Inclusion & Community (2014) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Penn State Engineering Alumni Society | Director; President | Director since 2004; President 2012–2014 | Academic/non-profit governance |
| In Counsel With Women | Founding Member | n/d | Professional network |
| Society of Women Engineers | Member | n/d | Professional association |
Board Governance
- Board independence and structure: 7 of 9 directors independent; Chairman Leimkuhler (independent). Independent directors hold Audit, Compensation, and Nominating/Corporate Governance committees.
- Committee assignments (FY2025):
- Responsible Business Committee: Chair – Karen A. Sweeney (2 meetings; average attendance 100%).
- Audit Committee: Member – Karen A. Sweeney (5 meetings; average attendance 100%).
- Board meetings/attendance (FY2025): Board met 4 times; all current members attended all Board and committee meetings (one director, Mr. Bosselmann, missed two Board meetings). All directors attended the last annual meeting.
| Committee | Role | Meetings FY2025 | Attendance |
|---|---|---|---|
| Responsible Business | Chair | 2 | 100% (committee average) |
| Audit | Member | 5 | 100% (committee average) |
Fixed Compensation (Director)
- Cash retainer: $40,000 annual fee for non-employee directors in FY2025 (prorated); increased to $50,000 effective Feb 1, 2025. Chairman of the Board receives an additional $65,000. Audit Committee members receive $6,000; Audit Chair receives $10,000. No meeting fees; reasonable expenses reimbursed.
| Component | Policy/Rate | Sweeney FY2025 Actual |
|---|---|---|
| Annual Director Fee (cash) | $40,000 (raised to $50,000 effective 2/1/2025) | $24,500 fees (prorated) |
| Audit Committee Member Fee (cash) | $6,000 | Included in above (not broken out) |
| Responsible Business Committee Chair Fee | Not disclosed | n/d |
| Chairman of the Board Fee | $65,000 (not applicable) | n/a |
| Meeting Fees | None; expense reimbursement permitted | n/a |
Performance Compensation (Director)
- Equity: Directors are eligible for RSUs and options; in FY2025 Sweeney received RSUs with award-date fair value $153,984 and no option awards. Vesting terms for director RSUs were not specified in the proxy. No performance metrics are disclosed for director equity (unlike executive PRSU/EPRSU programs).
| Grant Type | Period | Award-Data Point | Notes |
|---|---|---|---|
| Restricted Stock Units (RSUs) | FY2025 | $153,984 award-date fair value | No performance conditions disclosed for directors |
| Stock Options | FY2025 | $0 | n/a |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Sweeney.
- Related-party/Interlocks: No related-person transactions involving Sweeney reported since FY2023; only disclosed related-party item was a repurchase from former CEO in FY2024. Legal proceedings: none involving directors/officers. Section 16 filings: no Sweeney exceptions noted.
Expertise & Qualifications
- Technical/industry: Construction engineering and large-project operations (healthcare, laboratory, commercial), sales/contracting, field ops, client relationship management.
- Governance/ESG: Leadership in diversity, inclusion, community engagement; chairs Responsible Business Committee overseeing ESG strategy, stakeholder communications, and monitoring developments.
- Financial oversight: Audit Committee member; committee responsibilities include financial reporting integrity, ICFR, auditor oversight, risk (incl. cyber) oversight.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 31, 2025) | 0 shares; less than 1% of outstanding |
| Director ownership guideline | 8x base annual fee; at current $50,000 base, minimum $400,000 of AGX stock (effective Feb 2025). Individual compliance status not disclosed; “most members” have met or are progressing. |
| Pledging/Hedging | Prohibited for all directors (no pledging; anti-hedging policy). |
Governance Assessment
-
Positives:
- Strong independence and engagement: Independent director; chairs Responsible Business Committee and serves on Audit; 100% committee attendance; Board-wide full attendance except one non-independent director.
- Relevant operating expertise: Deep construction operations background complements AGX’s EPC core; ESG leadership aligns with Responsible Business mandate.
- Shareholder-aligned policies: Anti-hedging/anti-pledging; clawback; independent committees; say-on-pay support at 94% in prior year signals investor confidence in compensation governance.
- No conflicts: No Sweeney-related related-party transactions or legal proceedings disclosed.
-
Watch items:
- Ownership alignment ramp: Beneficial ownership was 0 shares at FY2025 year-end; directors must reach $400,000 ownership. She received RSUs in FY2025, but individual guideline status isn’t disclosed—monitor progress over the expected accumulation window.
- Responsible Business Committee cadence: Two meetings in FY2025—ensure adequate cadence as ESG oversight evolves with expanding project backlog and stakeholder expectations.
No red flags identified related to conflicts, attendance, or compliance. The primary monitoring item is share accumulation relative to the enhanced director ownership guideline.