Richard Deily
About Richard Deily
Richard H. Deily (age 71) is Argan, Inc.’s former CFO (Aug 16, 2022–Sept 15, 2024) and currently serves as Compliance Officer; he has 17 years at the Company, having previously been Corporate Controller since October 2007 . During his recent leadership tenure, Argan delivered FY2025 revenue of $874M, EBITDA of $114M, diluted EPS of $6.15, and expanded backlog to ~$1.36B, with five‑year TSR up ~280% and one‑year TSR ~120% as of April 22, 2025 . The Company maintains stock ownership guidelines for NEOs, an anti‑hedging and no‑pledging policy, and a revised clawback policy adopted in Oct 2023, signaling strong alignment and governance . 2024 say‑on‑pay support was 94%, and the Compensation Committee continued investor engagement into 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Argan, Inc. | Compliance Officer | Sept 15, 2024–Present | Supports finance, controls and regulatory compliance during CFO transition . |
| Argan, Inc. | SVP, CFO, Treasurer, Corporate Secretary | Aug 16, 2022–Sept 15, 2024 | Oversaw corporate finance during period of step‑up in revenue/EBITDA, backlog, and capital returns . |
| Argan, Inc. | Corporate Controller | Oct 2007–Aug 15, 2022 | Built/ran reporting and controls over multiple cycles and acquisitions . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various public companies (construction, software, telecom, gov’t contracting, electronics) | Senior financial management (incl. CFO) | Not disclosed | Broad public company finance leadership; began as CPA/auditor at Arthur Andersen & Co. . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $251,371 | $300,000 | $251,254 |
| All Other Compensation ($) | $2,720 | $5,281 | $29,977 |
Notes:
- FY2025 reflects partial‑year salary through retirement from CFO role (Sept 15, 2024) and continued service as Compliance Officer .
Performance Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Annual Bonus ($) | $185,000 | $300,000 | $200,000 |
| Stock Awards (RSUs/PSUs) – grant date fair value ($) | $634,366 | $49,338 | $0 |
| Option Awards – grant date fair value ($) | $23,380 | $20,300 | $0 |
| Non‑equity Incentive Plan ($) | $0 | $0 | $0 |
| Shares Vested (FY2025) | 6,863 | — | — |
| Value Realized on Vesting (FY2025) ($) | $543,038 | — | — |
| Options Exercised (FY2025) | 40,000 | — | — |
| Value Realized on Exercise (FY2025) ($) | $874,200 | — | — |
Incentive design and vesting mechanics (Deily awards and Company program)
| Award/Metric | Grant details (Deily) | Vesting/Performance | Payout scale |
|---|---|---|---|
| TRSU (time‑based RSUs) | 12,500 shares (granted Sep 13, 2022) | Ratable over 3 years; dividend adjustments | Time‑based; no performance metric |
| PRSU (TSR‑based) | 2,500 target shares (granted Sep 13, 2022) | 3‑year relative TSR vs 12‑company peer set; dividend adjustments | 0–200% of target based on percentile rank; 7th+ ranks earn ≥100% |
| EPRSU (EPS growth) | 2,500 target shares (granted Apr 17, 2023) | 3‑year compounded diluted EPS growth; dividend adjustments | 0–200% of target based on growth bands (e.g., 20% ≈100%) |
| Stock Options | 2,500 options (granted Apr 17, 2023) | 3‑year ratable vesting; 10‑year life; price at grant | Alignment via appreciation; no repricing permitted under plan |
Equity Ownership & Alignment
Snapshot as of January 31, 2025 (beneficial ownership and outstanding awards)
| Item | Amount |
|---|---|
| Shares beneficially owned | 26,033; includes options exercisable within 60 days |
| Beneficial ownership % | <1% (per proxy table) |
| Options exercisable | 16,666 (exercisable within 60 days) |
| Options outstanding (detail) | 10,000 @ $50.30 exp 4/12/2029 (exercisable) ; 3,500 @ $54.60 exp 4/16/2031 (exercisable) ; 2,334 exercisable/1,166 unexercisable @ $36.78 exp 4/18/2032 ; 833 exercisable/1,667 unexercisable @ $39.47 exp 4/17/2033 |
| TRSUs outstanding (scheduled to vest) | 5,333 shares; mkt value $729,554 at $136.80 |
| PRSUs outstanding (max) | 5,000 shares; mkt value $684,000 at $136.80 |
| EPRSUs outstanding (max) | 5,000 shares; mkt value $684,000 at $136.80 |
| Pledging/hedging | Prohibited by Company policy (no‑pledge; anti‑hedging) |
| Ownership guidelines | Company maintains NEO guidelines; compliance table disclosed for CEO/CFO/Gemma CEO; Deily not shown in 2025 table |
Insider activity/pressure indicators:
- FY2025 exercises: 40,000 options exercised; value realized $874,200 (may imply liquidity events; a portion withheld for taxes) .
- Additional vesting overhang exists from unexercisable options (2,833) and unvested RSUs/PSUs (TRSUs 5,333; PRSUs/EPRSUs target/max frameworks) that can introduce episodic selling as tranches vest over the remaining performance/vesting windows .
Employment Terms
| Topic | Detail |
|---|---|
| Current role | Compliance Officer (post‑CFO retirement Sept 15, 2024) |
| Contract status | CFO employment agreement (Aug 16, 2022) was not renewed upon retirement; serving as Compliance Officer thereafter |
| Severance/CoC | Deily not included in FY2025 “Potential Payments upon Termination” table; plan‑level language generally provides full acceleration of stock options and stock awards upon a change in control as defined in plan documents |
| Conduct policies | Clawback (Oct 2023) for erroneously awarded incentive‑based comp; anti‑hedging and no‑pledging; Insider Trading Policy applies to officers |
Performance & Track Record Context (Company)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenues ($M) | 573 | 874 |
| EBITDA ($M) | 51 | 114 |
| Diluted EPS ($) | 2.39 | 6.15 |
| Backlog ($B) | 0.757 | 1.361 |
| Cash & investments ($M) | 412 (Jan 31, 2024) | 525 (Jan 31, 2025) |
| One‑year TSR (to Apr 22, 2025) | — | 120% (Argan) vs 7% S&P 500 context in discussion; peer percentile ~92nd |
| Five‑year TSR index (to Jan 31, 2025) | 121.60 (base 100) | 380.49 (base 100) |
Compensation Structure Analysis (signals)
- Shift toward RSUs/PSUs and away from options aligns with investor feedback; multi‑year PRSU (relative TSR) and EPRSU (EPS CAGR) structures anchor long‑term alignment, with three‑year cliff measurement and capped outcomes up to 200% .
- Discretionary annual bonuses (for holding company executives) are subject to a cap (200% of base) and informed by qualitative and quantitative performance, not a single metric; in FY2025 Deily received a $200,000 bonus while still a NEO .
- Governance enhancements: revised clawback (Oct 2023), anti‑hedge/pledge policy, and ownership guidelines reduce misalignment and risk .
Investment Implications
- Alignment and retention: Deily’s equity mix (TRSUs/PRSUs/EPRSUs outstanding) and option overhang indicate continued equity‑linked exposure, but his transition to Compliance Officer (and non‑renewal of CFO agreement) reduces future equity grant cadence versus CEO/CFO peers, lowering incremental dilution/supply risk from new awards tied to his role .
- Selling pressure: FY2025 option exercises (40,000) and remaining scheduled vesting (TRSUs/PSUs; unexercisable options 2,833) create periodic windows for liquidity; however, Company’s no‑pledge/anti‑hedge policy mitigates leverage‑driven forced selling risk .
- Pay‑for‑performance and governance: TSR/EPS outperformance, robust backlog growth, and strong say‑on‑pay support (94%) suggest a compensation framework broadly aligned with shareholder value creation; Company‑wide CoC acceleration language should be considered in scenario analyses (M&A) for award overhang valuation .
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