Brian R. Dowd
GRANITE CONSTRUCTIONAbout Brian R. Dowd
Brian R. Dowd is Senior Vice President, Construction at Granite Construction (since January 2024), having joined the company in 1986. He holds a B.S. in Civil Engineering from the University of California, Berkeley and is a Registered Engineer in California and Nevada . Compensation is tied to company performance via a balanced scorecard: 2024 AIP metrics were EBITDA (80%) and Operating Cash Flow as % of Revenue (20%) with a safety modifier; the company delivered 88% of EBITDA target, 200% of OCF target, and a 111% safety multiplier, resulting in Mr. Dowd’s 2024 bonus at 122% of target . Long-term incentives are driven by relative TSR and capital efficiency (RONA) with multi-year payouts; Granite’s TSR ranked at the 65th percentile for 2021–2023 (150% payout) and 71st percentile for 2022–2024 (182% payout) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Granite Construction | Senior Vice President, Construction | Jan 2024–present | — |
| Granite Construction | Senior Vice President & California Group Manager | Jan 2021–Jan 2024 | — |
| Granite Construction | Vice President & Regional Manager (Nevada) | Oct 2017–Dec 2020 | — |
| Granite Construction | Vice President & Large Projects Business Development Manager | 2013–2017 | — |
| Granite Construction | California Group Business Development Manager | 2012–2013 | — |
| Granite Construction | Sacramento Valley Region Manager | 2007–2012 | — |
| Granite Construction | Vice President & Director of Human Resources | 2005–2007 | — |
| Granite Construction | Director of Employee Development | 2000–2005 | — |
| Granite Construction | San Diego Area Manager | 1994–2000 | — |
| Granite Construction | Project Manager/Estimator/Project Engineer (Indio & Sacramento Branches) | 1986–1994 | — |
External Roles
No external public-company directorships or external roles are disclosed for Mr. Dowd in the latest filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $400,000 | $410,000 | $426,400 |
| Target Bonus % of Salary | 65% (AIP target schedule) | 65% (AIP target schedule) | 65% (AIP target schedule) |
| All Other Compensation (401k match, dividends on RSUs, vehicle allowance, insurance) | $51,913 | $53,936 | $57,084 |
| Summary Compensation Total | $718,179 | $926,390 | $1,654,902 |
All Other Compensation detail (2024):
- 401(k) match: $20,700; Dividends: $2,588; Vehicle allowance: $12,000; Insurance: $21,796; Total: $57,084 .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics, Targets, Actuals, and Payout
| Metric | Weighting | Target | Actual | Payout Mechanics | Dowd AIP Target | Dowd Actual Payout | Payout % |
|---|---|---|---|---|---|---|---|
| EBITDA | 80% | $394.0mm | $374.8mm | Linear; capped at 2x target | $277,160 | $339,194 | 122% |
| Operating Cash Flow as % of Revenue | 20% | 7.0% | 12.0% | Linear; capped at 2x target | — | — | — |
| Safety Multiplier (ORIR/DART) | Modifier | Target 110% | Actual 111% | 50/50 ORIR/DART weighted | — | Included in payout | — |
Notes:
- 2024 AIP changed profitability metric from EBIT to EBITDA; Tatusko and Dowd moved to company-wide metrics due to reorganization .
- Payouts include safety multiplier; Dowd’s 2024 payout exceeded target (122%) .
Long-Term Incentive Plan (LTIP) – TSR and RONA Awards
LTIP structure: 75% performance-based awards (TSR 67%, RONA 33%), 25% time-based RSUs; payouts range 0–200% of target with defined payout curves; payout timing post-period completion (Q1 following period) .
| LTIP Component | Period | Target Incentive (Dowd) | Actual Incentive (Dowd) | RSUs Awarded | Payout Timing |
|---|---|---|---|---|---|
| Relative TSR | 2021–2023 | $280,000 | $420,000 | 12,991 | Q1 2024 (Completed) |
| Capital Efficiency (RONA) | 2022–2024 | $93,750 | $154,125 | 4,122 | Q1 2025 (Completed) |
| Relative TSR | 2022–2024 | $187,500 | $341,250 | 9,126 | Q1 2025 (Completed) |
TSR performance context:
- 2021–2023 TSR rank: 65th percentile → 150% payout .
- 2022–2024 TSR rank: 71st percentile → 182% payout .
Time-Based RSUs and Vesting
| Grant | Grant Date | RSUs | Vesting Schedule |
|---|---|---|---|
| Time-based service award | March 14, 2024 | 2,296 | 3 equal annual tranches starting Mar 14, 2025 |
Vesting dates and quantities for outstanding RSUs (as of Dec 31, 2024):
| Date | RSUs Vested |
|---|---|
| Mar 14, 2025 | 2,620 |
| Jul 21, 2025 | 2,371 |
| Nov 5, 2025 | — (none shown for Dowd) |
Stock Vested in 2024:
- Shares acquired on vesting: 15,427; Value realized: $847,500 .
Equity Ownership & Alignment
| Ownership Component | Amount/Status |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 30,022 shares; less than 1% |
| ESOP allocation | 5,269 shares (eligible to make withdrawals having attained age 55 and continuing employment) |
| RSUs vesting within 60 days (as of Feb 28, 2025) | 15,871 shares |
| Unvested RSUs (Dec 31, 2024) | 4,991; Market value $437,761 (at $87.71) |
| Ownership guidelines | Other NEOs must hold 2x annual base salary; all NEOs in compliance or meeting 50% net retention requirement as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by Insider Trading Policy (anti-hedging and anti-pledging) |
| 10b5-1 plan | Adopted Nov 19, 2024; up to 6,075 shares to be sold; terminates Dec 31, 2025 or upon completion |
Interpretation:
- Anti-pledging eliminates collateralization risk; mandatory retention improves alignment .
- The 10b5-1 plan indicates potential scheduled selling pressure into 2025 .
Employment Terms
| Provision | Details |
|---|---|
| Severance (non-CIC) | Company not obligated to pay severance or enhanced benefits to NEOs upon termination (absent change-in-control) |
| Change-in-Control (CIC) economics (illustrative as of Dec 31, 2024) | Cash severance: $1,276,567; Insurance: $37,576; Other compensation: $37,000; Accelerated equity: $3,322,630; Total: $4,673,773 |
| Equity acceleration (death/disability/retirement eligible) | All equity awards vest immediately |
| Restrictive covenants | Two-year non-solicitation requirement; non-disparagement after termination |
| Clawback policy | Adopted Oct 2023 per SEC/NYSE; recover erroneous incentive-based compensation upon required accounting restatement |
| Prior clawback enforcement context | In 2023, Granite recovered amounts tied to a prior SEC settlement and restatement (pre-policy), including $589,000 and $775,000 equivalents from former CEO |
Indemnification: Company maintains amended and restated director and officer indemnification agreements (form referenced) .
Compensation Structure Analysis
- Base salary increased 4.0% in 2024 to $426,400, in line with peer benchmarking and performance .
- AIP profitability metric changed from EBIT to EBITDA in 2024; Dowd shifted to company-wide metrics due to reorganization, reducing group-level discretion and aligning incentives to consolidated outcomes .
- LTIP heavy on performance-based awards (75%), with TSR (67%) and RONA (33%) components and capped payouts, indicating emphasis on shareholder returns and capital efficiency .
- No discretionary bonuses awarded under the Flexible Bonus Policy in 2024, limiting non-formulaic pay drift .
Performance Compensation — Detailed Table
| Component | Metric | Weight | Target | Actual | Dowd Target/Payout | Vesting/Payout Timing |
|---|---|---|---|---|---|---|
| AIP (2024) | EBITDA | 80% | $394.0mm | $374.8mm | Target $277,160; Payout $339,194; 122% | Paid March 2025 (non-equity comp) |
| AIP (2024) | OCF as % of Revenue | 20% | 7.0% | 12.0% | Included in payout above | — |
| AIP (2024) | Safety Multiplier | Modifier | 110% target | 111% actual | Applied to company bonus payout | — |
| LTIP | TSR (2021–2023) | 67% | Payout curve: 50th→100%; 80th→200% | Company TSR rank 65th percentile (150%) | Dowd $280k→$420k; 12,991 RSUs | Q1 2024 completed |
| LTIP | RONA (2022–2024) | 33% | Multi-year capital efficiency | Actual payout disclosed | Dowd $93,750→$154,125; 4,122 RSUs | Q1 2025 completed |
| LTIP | TSR (2022–2024) | 67% | Payout curve: 50th→100%; 75th→200% | Company TSR rank 71st percentile (182%) | Dowd $187,500→$341,250; 9,126 RSUs | Q1 2025 completed |
| Time-based RSUs | Service award (2024) | 25% of LTIP | $125,000 | 2,296 RSUs | Vests over 3 years | Begins Mar 14, 2025 |
Equity Ownership & Alignment — Detailed Table
| Item | Value |
|---|---|
| Total beneficial shares (Feb 28, 2025) | 30,022; <1% of outstanding |
| ESOP shares allocated | 5,269 (eligible to withdraw due to age 55+) |
| RSUs vesting within 60 days (Feb 28, 2025) | 15,871 |
| Unvested RSUs (Dec 31, 2024) | 4,991; $437,761 market value at $87.71 |
| Ownership guideline | 2x base salary for NEOs; in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited |
| 10b5-1 plan | Up to 6,075 shares; ends Dec 31, 2025 |
Employment Terms
| Term | Provision |
|---|---|
| CIC cash severance | $1,276,567 (2x avg bonus + 2x salary) |
| CIC insurance benefits | $37,576 |
| CIC other compensation | $37,000 |
| CIC accelerated equity | $3,322,630 |
| CIC total | $4,673,773 |
| Non-solicit | 2 years post-termination (ERSP III) |
| Non-disparagement | Post-termination requirement |
| Clawback policy | Adopted Oct 2023; restatement-triggered recovery |
| Prior recoveries (pre-policy) | 2023 cash recoveries tied to SEC settlement |
Investment Implications
- Alignment is robust: significant RSU exposure, mandatory share retention, and anti-pledging/hedging constraints, mitigating misalignment risk .
- Near-term selling pressure: a Rule 10b5-1 plan allows sales up to 6,075 shares through Dec 31, 2025; monitor Form 4 activity and vesting calendars around March and mid-year .
- Pay-for-performance linkage is strong: AIP driven by EBITDA/OCF and safety metrics; LTIP anchored to multi-year TSR and RONA, with recent cycles paying above target given peer-relative outperformance and capital efficiency outcomes .
- Change-in-control economics include sizable accelerated vesting ($3.32mm), implying retention risk mitigation but potential dilution on CIC; severance multiples are formulaic and exclude tax gross-ups in disclosed tables .
- Structural shifts (EBIT→EBITDA in AIP and company-wide metrics after reorg) reduce group-level variability and should tighten execution accountability to consolidated cash generation—positive for predictability in bonus outcomes .