J. Timothy Romer
GRANITE CONSTRUCTIONAbout J. Timothy Romer
J. Timothy Romer was appointed as an independent director of Granite Construction (NYSE: GVA) on September 8, 2025 and serves on the Audit/Compliance and Risk Committees . He brings nearly four decades of infrastructure finance experience, including senior roles leading Western Region public sector and infrastructure investment banking groups at Goldman Sachs and Merrill Lynch, and is a Partner at Foundation Credit where he sits on the Foundation Infrastructure Opportunities investment committee . He holds an MBA with honors from the Wharton School and a B.S. in Industrial Engineering from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Senior roles, led Western Region Public Sector & Infrastructure Investment Banking | ~30 years combined across Goldman Sachs and Merrill Lynch | Led regional public sector and infrastructure IB groups |
| Merrill Lynch | Senior roles, led Western Region Public Sector & Infrastructure Investment Banking | ~30 years combined across Goldman Sachs and Merrill Lynch | Led regional public sector and infrastructure IB groups |
| Private companies (software, climate technology) | CEO/CFO; CFO | Not disclosed | Senior operating roles in two private firms |
| Foundation Credit | Partner | Current | Member, Foundation Infrastructure Opportunities Investment Committee; >$75B of U.S. infrastructure/project financings over 35+ years |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Foundation Credit | Partner; Member of FIO Investment Committee | Private credit/infrastructure | Portfolio strategy and committee responsibilities |
| Chargers Impact Fund | Board member | Non-profit | Community initiatives in Southern California |
Board Governance
- Independence: Determined by the Board to meet NYSE independence requirements .
- Committee assignments: Audit/Compliance and Risk Committees (not Compensation or Nominating & Corporate Governance) .
- Committee chairs: Audit/Compliance—Laura M. Mullen; Risk—Alan P. Krusi .
- Indemnification: Company’s standard Indemnification Agreement executed for directors .
| Committee | Membership (Romer) | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit/Compliance | Member | Laura M. Mullen | 8 |
| Risk | Member | Alan P. Krusi | 6 |
| Compensation | Not a member | Louis E. Caldera | 5 |
| Nominating & Corporate Governance | Not a member | Molly C. Campbell | 6 |
Attendance: Individual attendance for Romer is not disclosed; he joined the Board in September 2025 .
Fixed Compensation
Granite’s non-employee director cash compensation (policy):
- Board cash retainer: $90,000 (paid quarterly; no meeting fees) .
- Committee retainers: Audit/Compliance member $10,000; chair $20,000; Compensation member $8,500; chair $17,000; Nominating member $7,500; chair $15,000; Risk member $7,500; chair $15,000 .
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer (Member) | $90,000 | Paid quarterly; no meeting fees |
| Audit/Compliance Committee—Member | $10,000 | Annual retainer |
| Audit/Compliance Committee—Chair | $20,000 | Annual retainer |
| Compensation Committee—Member | $8,500 | Annual retainer |
| Compensation Committee—Chair | $17,000 | Annual retainer |
| Nominating & Corporate Governance—Member | $7,500 | Annual retainer |
| Nominating & Corporate Governance—Chair | $15,000 | Annual retainer |
| Risk Committee—Member | $7,500 | Annual retainer |
| Risk Committee—Chair | $15,000 | Annual retainer |
Performance Compensation
Key mechanics for non-employee director equity:
- Annual RSU grant (non-Chair): $135,000 grant-date value; Chair: $200,000 . Board approved an incremental $10,000 increase to member equity awards beginning in 2025 to align with peer median .
- Vesting: All director RSUs vest annually on May 20; dividends on unvested awards are not paid until vest .
- Plan guardrails: No repricing; director annual compensation cap (cash+equity) $700,000 under the 2024 Equity Plan .
| Metric | Value | Vesting/Terms |
|---|---|---|
| Annual RSU grant (Member) | $135,000 | Vests annually on May 20 |
| Annual RSU grant (Board Chair) | $200,000 | Vests annually on May 20 |
| 2025 equity program change | +$10,000 to member equity awards (approved Sept 2024) | Effective beginning in 2025 |
| Dividends on unvested awards | Not paid until vest | Aligns with underlying award vesting |
| Repricing prohibition | Not permitted without stockholder approval | Applies to options/SARs |
| Director comp cap | $700,000 per fiscal year (cash+equity) | 2024 Equity Plan |
2024 RSU grant reference: On June 11, 2024 non-employee directors received 2,255 RSUs at $59.85/share; Chair 3,341 RSUs; vest May 20, 2025 . This contextualizes equity grant sizing cadence.
Other Directorships & Interlocks
| Entity | Type | Role | Potential Conflict |
|---|---|---|---|
| Chargers Impact Fund | Non-profit | Board member | None disclosed |
| Public company boards | — | None disclosed | None disclosed |
Related-party transactions: None involving Mr. Romer under Item 404(a); no arrangements or understandings in connection with his selection .
Expertise & Qualifications
- Infrastructure finance and project execution expertise: Led regional infrastructure IB groups at Goldman Sachs and Merrill Lynch; Partner and FIO investment committee member at Foundation Credit .
- Depth of transaction experience: Over $75 billion of U.S. government-related infrastructure financing across transportation, water, power, social, smart, and sustainable infrastructure sectors .
- Education: MBA (Wharton, with honors); B.S. Industrial Engineering (Stanford) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (GVA) | Not disclosed at appointment; compensation program applies to non-employee directors |
| Ownership guideline | 5× annual Board cash retainer; until met, directors must retain 75% of after-tax shares from equity grants |
| Anti-hedging | Hedging transactions prohibited for employees, officers, and directors |
| Anti-pledging | Pledging company securities prohibited for employees, officers, and directors |
| Deferred comp elections | Non-employee directors may defer cash retainer and RSU awards via NQDC |
Governance Assessment
- Strengths: Independent status; placement on Audit/Compliance and Risk Committees leverages deep finance and risk expertise; strong anti-hedging/anti-pledging policies; robust equity plan guardrails including no repricing and compensation caps .
- Alignment: Director stock ownership guideline at 5× cash retainer with 75% retention until compliance promotes long-term alignment; RSU grants vest annually with deferred dividend treatment to reinforce performance horizon .
- Compensation signals: Equity grant values stepped up in 2023 (+$25k) and approved +$10k starting 2025 to maintain competitiveness—measured adjustments, not excessive escalation .
- Conflicts/Related-party: None disclosed; standard indemnification executed; no Item 404(a) transactions—low conflict risk .
RED FLAGS: None identified related to pledging/hedging, related-party transactions, or repricing; individual attendance data not yet available due to recent appointment .