Laura M. Mullen
GRANITE CONSTRUCTIONAbout Laura M. Mullen
Independent director since 2021 and Chair of the Audit/Compliance Committee. Former KPMG LLP audit partner (1983–2020) with roles including Global Lead Audit Engagement Partner, SEC Reviewing Partner, West Regional Professional Practice Partner, and National Office Partner; currently a part-time independent consultant for KPMG International. Education: B.S. in Business Administration, California State University, Long Beach; Certified Public Accountant (California); designated by the Board as an “audit committee financial expert.” Age 63 (as disclosed in 2024 proxy) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; SEC Reviewing Partner; West Regional Professional Practice Partner; National Office Partner | 1983–2020 | Senior Big Four audit leadership; deep GAAP, SEC reporting, ICFR experience |
| KPMG International | Part-time independent consultant | Current (as of 2024 proxy) | Advisory/consulting capacity; not Granite’s auditor (Granite uses PwC) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SSR Mining Inc. | Director | Current | Public company directorship; no committee details disclosed in GVA proxy |
Board Governance
- Committees and roles: Chair, Audit/Compliance; Member, Risk .
- Audit/Compliance responsibilities: accounting/financial reporting policies; ICFR; integrity of financials; internal audit; independent auditor performance and independence; legal/compliance; corporate compliance program; cybersecurity; Qualified Legal Compliance Committee .
- Independence: Determined independent under NYSE standards; all Audit/Compliance members are independent; Mullen designated audit committee financial expert; Board lists her among independent directors .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings on which they served; all nine directors attended the 2024 annual meeting .
- Lead Independent Director: None currently because the Board Chair (Michael F. McNally) is independent; Chair presides over executive sessions of non-employee directors .
- Overboarding policy: Directors limited to ≤4 public boards; public-company executive directors limited to ≤2 .
Committee Assignments & Activity
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit/Compliance | Chair | 8 |
| Risk | Member | 6 |
Fixed Compensation (Director)
| Component | Policy Rate | 2024 Actual (Mullen) |
|---|---|---|
| Board cash retainer | $90,000 | $117,500 (includes committee retainers) |
| Audit/Compliance Chair retainer | $20,000 | Included in cash above |
| Risk Committee member retainer | $7,500 | Included in cash above |
| Meeting fees | None paid | None |
Performance Compensation (Director)
| Element | Grant Detail | Vesting | Deferral | 2024 Reported Value |
|---|---|---|---|---|
| Annual RSU grant (Member) | 2,255 RSUs at $59.85 grant-date fair value (June 11, 2024) | Vests in full May 20, 2025 | Mullen deferred 100% of RSUs into NQDC; also deferred 50% of cash retainer | $135,000 stock award |
| Dividend equivalents | Cash value on deferred units/unvested RSUs | Paid periodically | N/A | $4,550 other compensation |
| Options | Not part of director program | — | — | — |
| 2025 change to equity value | Board approved $10,000 increase to each director’s equity award starting 2025 | N/A | N/A | Policy decision |
No performance metrics are tied to non-employee director compensation; director equity is time-based RSUs designed for alignment rather than pay-for-performance (executive metrics summarized separately in proxy). For context, executive incentives use Adjusted EBITDA (80%), Operating Cash Flow % of Revenue (20%), Safety multiplier (AIP), and LTI metrics of Relative TSR (50% of LTI) and Capital Efficiency RONA (25% of LTI) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | SSR Mining Inc. (Director) |
| Compensation committee interlocks | None; committee composed solely of independent directors; no insider participation or interlocks with other issuers’ executive officers |
Expertise & Qualifications
- Financial expertise and literacy; designated audit committee financial expert .
- Capital structuring/M&A; strategic planning; enterprise and project risk management; cyber oversight indicated in Board skills matrix .
- CPA (California); AICPA membership; GAAP and SEC reporting expertise .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Unvested RSUs | Deferred Units | Ownership Guideline Compliance |
|---|---|---|---|---|---|
| Laura M. Mullen | 2,763 shares | <1% | 2,263 RSUs as of 12/31/2024 | 7,076 deferred units as of 12/31/2024 | Directors must hold 5× annual Board cash retainer; all non-employee directors are in compliance (either attained or meeting retention rule) |
Policies affecting alignment:
- Anti-hedging: Hedging transactions prohibited for directors/officers/employees .
- Anti-pledging: Pledging Company stock as collateral prohibited .
- Director stock ownership guidelines: 5× cash retainer; 75% post-tax holding requirement until met .
Governance Assessment
- Strengths: Independent status; chairs the Audit/Compliance Committee with formal designation as audit committee financial expert; robust oversight of financial reporting, compliance, and cybersecurity; strong attendance; alignment via annual RSU grants and stock ownership guidelines; hedging/pledging prohibitions reduce misalignment risk .
- Compensation mix: Balanced between cash retainers and time-based RSUs; clear, non-meeting-fee structure; proactive benchmarking with 2025 equity increase to median peer levels .
- Ownership: Direct holdings are modest (<1%), but substantial deferred units and unvested RSUs plus holding requirements support alignment; no pledging permitted .
- Potential conflicts: External consulting with KPMG International does not pose auditor conflict given Granite’s auditor is PwC; no related-party transactions disclosed; compensation committee interlocks explicitly absent .
- Signals: 83% Say-on-Pay support for 2023 indicates shareholder acceptance of pay practices broadly; Board maintains structured executive sessions led by independent Chair; codified overboarding limits enhance effectiveness .
RED FLAGS
- None disclosed specific to Mullen: no related-party transactions, no hedging/pledging, attendance ≥75%, and independent auditor is PwC (not KPMG) .