Michael Hundley
About Michael Hundley
Michael J. Hundley is Argan, Inc.’s Senior Vice President, Legal, and serves as Corporate Secretary. He was added to the corporate management team in Fiscal 2024 to enhance commercial contract risk management and legal rigor across subsidiaries; he is Corporate Secretary on the Company’s 2025 Proxy and shareholder meeting materials . While Argan does not disclose Hundley’s age, education, or compensation as he is not a Named Executive Officer (NEO), his remit centers on contract risk management and governance. Context for company performance during his tenure: FY2025 revenue $874M, EBITDA $114M, EPS $6.15, and year-end backlog ~$1.36B; five-year TSR reached ~280%, with one-year TSR at ~120% into April 22, 2025 .
Company performance context:
| Metric (FY) | 2024 | 2025 |
|---|---|---|
| Revenues ($M) | 573 | 874 |
| EBITDA ($M) | 51 | 114 |
| Diluted EPS ($) | 2.39 | 6.15 |
| Backlog ($B) | 0.76 | 1.36 |
| TSR Metric | Argan TSR | Peer Avg TSR | Peer Percentile |
|---|---|---|---|
| 1-year (to 4/22/25) | 120% | 29% | 92% |
| 3-year (to 4/22/25) | 57% | 48% | 75% |
| 5-year (to 4/22/25) | 34% | 48% | 58% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Global engineering & construction firm (unspecified) | Senior legal and operations roles (unspecified) | Not disclosed | Brought “seasoned lawyer and operator” expertise to strengthen commercial contract risk management and legal approach across subsidiaries |
External Roles
- Not disclosed for Mr. Hundley in the 2025 Proxy, 10-K, or recent 8-Ks .
Fixed Compensation
- Not disclosed for Mr. Hundley. He is not listed among NEOs in the 2025 Proxy’s compensation tables (NEOs are Watson, Baugher, Collins; Deily as former CFO) .
Performance Compensation
- Not disclosed for Mr. Hundley. The Company’s long-term incentive design for executives (reference for alignment) includes the following award types and mechanics:
| Incentive type | Performance/vesting | Key terms |
|---|---|---|
| Time-based RSUs (TRSUs) | Ratable over 3 years | Standard executive vehicle; dividend adjustments; e.g., FY2025 grants to NEOs |
| Relative TSR PRSUs | 3-year performance; peer-ranked | Payout scale from 0% to 200% of target based on relative TSR rank among 13 peers |
| EPS-growth EPRSUs | 3-year cumulative diluted EPS growth | Payout 0%–200% vs growth scale (e.g., >40% = 200%) |
| Stock options | Ratable over 3 years; 10-year term | Reduced emphasis; FY2025 strike example $148.72; Black-Scholes valuation |
| Renewable RRSUs (Gemma CEO only) | RUPO hurdles over 3 years | For Gemma CEO; not applicable to corporate legal officer |
Short-term incentives: Annual cash bonuses for NEOs, with CEO/CFO bonus capped at 200% of base salary; targets set annually (reference, not specific to Hundley) .
Equity Ownership & Alignment
| Policy/guide | Company stance | Notes for Hundley |
|---|---|---|
| Stock ownership guidelines | Apply to NEOs and non-employee directors; CEO 3x salary; CFO 1x; Directors 8x annual fee effective Feb 2025 | Hundley is not listed as an NEO or director; guideline application to him not disclosed |
| Anti-pledging | No pledging by any officer or director | Reduces alignment risk; applies to Corporate Secretary |
| Anti-hedging | No hedging/shorting/derivatives by all directors, employees, agents | Reduces misalignment/insider hedging risk |
| Clawback policy | NYSE/SEC-compliant clawback adopted Oct 2023; restatement-based recovery of erroneously awarded incentive comp | Applies company-wide to incentive-based comp |
| Single-trigger CIC | Policy against new single-trigger CIC provisions | Improves pay-for-performance integrity |
Beneficial ownership: Mr. Hundley is not individually listed in the 2025 beneficial ownership table; officers and directors as a group (12 persons) held 6.69% as of Jan 31, 2025 .
Employment Terms
- Role and responsibilities: Senior Vice President, Legal; Corporate Secretary; focus on contract risk management and governance across subsidiaries .
- Employment agreement, severance, and change-in-control: Not disclosed for Mr. Hundley. No Item 5.02 8-K appointing or amending employment terms for him was identified in recent filings .
- Non-compete/Non-solicit: Not disclosed for Mr. Hundley. (For reference, CEO/CFO/Gemma CEO agreements include 6–12 months severance and non-solicit/non-compete provisions; not indicative of Hundley’s terms) .
Performance & Track Record
- Safety, risk, and governance: The SVP Legal role was established to standardize and minimize commercial risk in customer contracts; the 10-K describes strengthening of contract templates and risk oversight alongside overall enterprise cybersecurity/controls .
- Company operating momentum (FY2025): Revenues up 52.5% YoY to $874M; EBITDA $114M; EPS $6.15; backlog up ~80% YoY to $1.36B .
- Investor alignment: Say-on-pay approval of 94% in prior year; continuing shareholder outreach by Compensation Committee .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for officers and directors (mitigates misalignment and forced-selling risk) .
- Clawback: In place and compliant with NYSE/SEC rules (enhances accountability) .
- Related-party transactions/legal proceedings: No disclosures specific to Hundley; general related persons transactions and legal proceedings discussed with no items implicating him .
- Insider selling pressure: Not assessable for Hundley from documents provided; he is not listed individually in the beneficial ownership table .
Compensation Peer Group & Say-on-Pay
- Peer group: 12 specialty construction/engineering peers for benchmarking (no direct tie to Hundley’s pay disclosed) .
- Say-on-pay: 94% approval in prior year; ongoing investor engagement maintained .
Expertise & Qualifications
- Qualifications: “Seasoned lawyer and operator” from a global engineering and construction firm, enhancing contract risk management and legal approach across subsidiaries; Corporate Secretary responsibilities indicate governance fluency .
Work History & Career Trajectory
- Company added the SVP Legal position during Fiscal 2024; Hundley serves as Corporate Secretary; additional prior employer names, tenure, and education are not disclosed .
Compensation Committee & Governance Practices
- Independent Compensation Committee with regular shareholder outreach; adoption of clawback, anti-hedging/pledging, stock ownership guidelines for NEOs and directors; policy against single-trigger CIC; increased transparency on performance metrics for incentives (applies to NEOs; Hundley’s participation not disclosed) .
Investment Implications
- Alignment: Company-wide governance (no pledging/hedging, clawback, policy against single-trigger CIC) reduces misalignment and governance risk for senior officers, including the Corporate Secretary .
- Retention risk: Absence of disclosed terms for Hundley (no published employment agreement, severance, or CIC terms) leaves retention economics opaque; however, his strategic role in contract risk management suggests continuity is valuable amid a record backlog and complex EPC risk profile .
- Trading signals: No Form 4 or individual ownership disclosure for Hundley in the proxy; thus, no insider-selling pressure signal can be inferred from available filings .
- Performance context: Strong FY2025 operating and TSR performance underpin positive pay-for-performance alignment culture at the top team level; while Hundley’s specific incentives are not disclosed, the Company’s equity and risk frameworks suggest broader senior leadership alignment with shareholder value creation .