Carlos M. Hernandez
GRANITE CONSTRUCTIONAbout Carlos M. Hernandez
Carlos M. Hernandez (age 70) is an independent director at Granite Construction Incorporated (GVA), serving since 2024. He is a former CEO (2019–2020) and long-time Executive Vice President & Chief Legal Officer (2007–2019) of Fluor Corporation, with prior general counsel roles at ArcelorMittal Americas and Fleming Companies, and earlier legal roles at Armco Inc. He holds a B.S. in civil engineering from Purdue University and a J.D. from the University of Miami School of Law, and has received multiple industry honors recognizing ethics and leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Chief Executive Officer | 2019–2020 | Led multinational E&C firm through leadership transition |
| Fluor Corporation | EVP & Chief Legal Officer | 2007–2019 | Oversaw legal, compliance, risk |
| ArcelorMittal Americas | General Counsel | 2004–2007 | Led regional legal function |
| Fleming Companies, Inc. | EVP & General Counsel | 2000–2004 | Corporate legal leadership |
| Armco Inc. | Assistant Counsel → Corporate Counsel → Assistant General Counsel | 1981–1999 | Progressive legal responsibilities |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| PG&E | Director | Current; utility governance exposure |
| Steward Health Care System | Director | Current; private healthcare system |
| Awards/Recognition | — | Dallas Hispanic Bar Association Corporate Counsel Diversity Award; Robert H. Dedman Award in Ethics and Law; Hispanic National Bar Foundation Corporate Leadership Award |
Board Governance
- Independence: Determined independent under NYSE listing standards; listed among independent non-employee directors .
- Tenure: Director since 2024; continuing director with term expiring at the 2026 annual meeting .
- Committee memberships: Audit/Compliance Committee (member) and Risk Committee (member) .
- Committee chairs: Not a committee chair; Audit/Compliance Committee chaired by Laura M. Mullen and Risk Committee chaired by Alan P. Krusi .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of the aggregate of Board and committee meetings on which they served . Committee meetings in 2024: Audit/Compliance (8), Compensation (5), Nominating & Corporate Governance (6), Risk (6) .
- Board leadership: Independent Board Chair (Michael F. McNally); no Lead Director; Chair presides over all executive sessions of non-employee directors .
Fixed Compensation
2024 Director compensation (prorated from appointment effective June 5, 2024):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 60,604 |
| Stock Award (RSUs grant-date fair value) | 135,000 |
| All Other Compensation (dividend equivalents) | 881 |
| Total | 196,485 |
Program structure (for reference):
- Annual cash Board retainer: $90,000 (member), $175,000 (Board Chair); committee retainers include Audit member $10,000 and Risk member $7,500; no meeting fees .
- Annual equity: $135,000 in RSUs for members; $200,000 for Board Chair; RSUs vest annually on May 20; directors may elect deferral .
Performance Compensation
Directors do not receive performance-based bonuses; equity grants are time-based RSUs (no performance conditions):
| Grant Date | Instrument | Quantity | Grant-Date FMV/Share | Grant Value | Vesting |
|---|---|---|---|---|---|
| June 11, 2024 | RSUs | 2,255 | $59.85 | $135,000 | Vests May 20, 2025; non-employee director annual grant |
Policy notes:
- Non-employee directors can defer cash retainers and RSUs into NQDC; Hernandez elected not to defer in 2024 .
- Anti-hedging and anti-pledging policies apply to directors, prohibiting hedging and pledging of Company securities .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Exposure |
|---|---|---|
| PG&E | Utility | Granite performs civil infrastructure; any business dealings would fall under related-party transaction policy review (no specific transactions disclosed in proxy) |
| Steward Health Care System | Healthcare | Private company; not a public-market interlock |
Governance guardrail: Overboarding policy limits directors to no more than four public company boards (two for sitting public-company executives); Hernandez’s disclosed public board roles are within policy .
Expertise & Qualifications
- Board skills matrix indicates Hernandez is highly experienced across financial expertise, capital structuring/project finance/M&A, strategic planning, human capital/compensation, enterprise and project risk management, legal/claims, public sector contracting, industry and operating experience, environmental/social factors, cyber-security, and public policy .
- Education: B.S. civil engineering (Purdue University); J.D. (University of Miami) .
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned (Feb 28, 2025) | 0 (less than 1%) |
| Unvested RSUs (Dec 31, 2024) | 2,263 |
| Deferred units | None disclosed |
| Pledged shares | Prohibited by policy |
| Director stock ownership guideline | 5x annual cash Board retainer; all non-employee directors in compliance via attainment or retention requirement as of Dec 31, 2024 |
Governance Assessment
- Independence and risk oversight: Independent director embedded on Audit/Compliance and Risk Committees, aligning with investor preference for financial rigor and enterprise risk oversight; Audit members are NYSE- and SEC-independent and financially literate .
- Attendance and engagement: Board met five times in 2024; each director met at least 75% attendance; committees met regularly (Audit 8; Risk 6), indicating active governance cadence .
- Pay structure and alignment: Director pay is equity-heavy (annual RSUs) with strict anti-hedging/pledging policies, plus stock ownership guidelines requiring 5x cash retainer; all non-employee directors are compliant, supporting alignment, though Hernandez’s beneficially owned common shares were 0 as of Feb 28, 2025, with alignment primarily via RSUs and guideline retention mechanics .
- Other boards and potential conflicts: PG&E directorship could create perceived customer interlock; Granite’s related-party transaction policy mandates Audit/Compliance Committee review, independence safeguards, and exclusion of interested directors from approvals; no specific related-party transactions disclosed for Hernandez in the proxy .
- Board leadership and executive sessions: Independent Chair presides over executive sessions, reducing management influence and enhancing oversight quality .
- Say-on-Pay context: Shareholders approved 2023 executive compensation with ~83% support; while not about director pay, it signals general governance acceptance and compensation balance at the company level .
RED FLAGS to monitor:
- Low direct common share ownership (beneficial ownership reported as 0) may raise “skin-in-the-game” questions; mitigated by RSUs and ownership guideline compliance .
- Any Granite-PG&E commercial transactions would require robust adherence to the related-party policy; investors should monitor future disclosures for such dealings .