Celeste B. Mastin
GRANITE CONSTRUCTIONAbout Celeste B. Mastin
Celeste B. Mastin is an independent director of Granite Construction (GVA) and has served on the Board since 2017. She is President and Chief Executive Officer of H.B. Fuller Company (since Dec 2022; previously EVP & COO from Mar–Dec 2022). She holds a B.S. in Chemical Engineering from Washington State University and an M.B.A. from the University of Houston; age 56. Independence under NYSE standards is affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.B. Fuller Company | President & CEO | Dec 2022–present | Public-company CEO experience |
| H.B. Fuller Company | EVP & COO | Mar 2022–Dec 2022 | Operations leadership |
| PetroChoice Lubrication Solutions | Chief Executive Officer | Mar 2018–Mar 2022 | Led one of the largest U.S. lubricant distributors |
| Distribution International, Inc. | Chief Executive Officer | 2013–2017 | Commercial/industrial insulation supplier leadership |
| MMI Products, Inc. | CEO; COO | 2007–2011 | Building materials manufacturing/distribution |
| Ferro Corporation | VP roles (Color & Glass Performance Materials; Growth & Development) | 2004–2007 | Segment/strategy leadership |
| Shell Chemical | Sales (career start) | Not disclosed | Early career in sales |
| Bostik, Inc. | Sales/management roles (Europe/global) | Not disclosed | Global sales management experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| H.B. Fuller Company | President & CEO | Yes | Outside operating role; no outside directorships disclosed for Mastin in GVA proxy |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee. Not a committee chair. 2024 committee chairs were D. Darnell (Compensation), M. Campbell (Nominating & Corporate Governance), L. Mullen (Audit/Compliance), A. Krusi (Risk). Committee meeting counts in 2024: Audit/Compliance 8; Compensation 5; Nominating & Corporate Governance 6; Risk 6.
- Independence: The Board identifies Mastin as independent under NYSE listing standards.
- Attendance/engagement: In 2024 the Board held 5 meetings; every director attended at least 75% of the aggregate Board and committee meetings on which they served; all nine directors then in office attended the 2024 annual meeting.
- Leadership structure: Board Chair (M. McNally) is independent; therefore no Lead Director; the Chair presides over executive sessions of non‑employee directors.
Fixed Compensation (Director)
| Year | Cash Fees | Equity Grant (RSUs) | All Other | Total |
|---|---|---|---|---|
| 2024 | $106,000 | $135,000 | $1,327 | $242,327 |
- Program features: Non‑employee directors receive annual cash retainers (paid quarterly) and annual RSU grants valued at $135,000 (Board Chair $200,000); no meeting fees; RSUs vest in full annually on May 20; deferral available at director election.
- 2025 change: Board approved a $10,000 increase to each board member’s equity award beginning in 2025 (to align with peer median).
Performance Compensation (Director)
| Grant Date | Instrument | # RSUs Granted | Grant-Date Fair Value/Share | Vesting |
|---|---|---|---|---|
| Jun 11, 2024 | RSUs | 2,255 | $59.85 | Vests May 20, 2025 |
- Deferral election: Mastin elected not to defer her 2024 cash retainer or RSU award into the NQDC plan.
- Clawback governance: Compensation Committee oversees and implements the company’s clawback policy (applies to executive incentive pay; board oversight relevance for governance quality).
- Note: GVA director equity awards are time-based RSUs; no director performance metrics are disclosed/used for director pay.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| H.B. Fuller Company | President & CEO (outside operating role) | Company states there were no compensation committee interlocks or insider participation conflicts in 2024; no GVA executive served on a board/comp committee of an entity where a GVA executive served reciprocally. |
Expertise & Qualifications
- The Board’s skills matrix shows Mastin has experience in: financial expertise & literacy; capital structuring/project finance/M&A; strategic planning; human capital/executive compensation; enterprise risk management; operating experience; environmental & social factors; and cyber‑security (limited in project execution risk, legal/claims, public sector contracting, industry experience).
- Education: B.S., Chemical Engineering (Washington State University); M.B.A. (University of Houston).
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Unvested RSUs | Pledging/Hedging | Director Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|---|
| Celeste B. Mastin | 14,477 | <1% | 2,263 unvested RSUs as of 12/31/24 | Company prohibits hedging and pledging by directors | 5× annual Board cash retainer; must hold 75% of net shares until met | All non‑employee directors in compliance as of 12/31/24 |
- Note: The 2024 annual grant was 2,255 RSUs on June 11, 2024 at $59.85 per share; the 12/31/24 tally of unvested RSUs shown in the proxy for each director reflects administrative counts as of year‑end.
Governance Assessment
- Strengths/positives
- Independent director; sits on Compensation and Nominating & Corporate Governance committees; Board confirms independence.
- Strong operating pedigree as a sitting public‑company CEO with prior CEO roles across industrial materials—adds strategic, M&A, and operating discipline to oversight.
- Solid engagement: ≥75% attendance threshold met by all directors; all directors attended the 2024 annual meeting; committees met regularly (Comp 5; N&CG 6).
- Alignment structures: meaningful annual RSU grant; director stock ownership guideline (5× cash retainer) with holding requirement; all non‑employee directors compliant; anti‑hedging and anti‑pledging policies in place.
- Watch items
- External CEO role (H.B. Fuller) implies significant time commitments; monitoring ongoing attendance and committee workload remains prudent.
- Compensation Committee oversight is robust (includes clawback policy), but investors may track future changes (e.g., 2025 upward adjustment in director equity awards) for pay governance trajectory.
No specific related‑party transactions involving directors are described in the proxy’s “Transactions with Related Persons” section; the company outlines a formal review/approval policy and pre‑approved thresholds, with recusals for interested directors.