Louis E. Caldera
GRANITE CONSTRUCTIONAbout Louis E. Caldera
Louis E. Caldera, age 69, has served as an independent director of Granite Construction Incorporated since 2021. He is a Senior Lecturer at Harvard Business School (since July 2023), and previously served as Assistant to the President and Director of the White House Military Office (Jan–May 2009), President of The University of New Mexico (Aug 2003–Feb 2006, and tenured law faculty through Dec 2010). He holds a B.S. from the U.S. Military Academy, an MBA from Harvard Business School, and a J.D. from Harvard Law School . He is currently on the boards of DallasNews Corp. and Meritage Homes Corporation and is a member of the Latino Corporate Directors Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Senior Lecturer (MBA Program) | July 2023–present | Leadership/education expertise applied to board oversight |
| White House Military Office | Assistant to the President and Director | Jan–May 2009 | Executive leadership; operational risk and public sector contracting insight |
| The University of New Mexico | President | Aug 2003–Feb 2006 | Institutional governance and strategic planning |
| American University Washington College of Law | Distinguished Adjunct Professor of Law; Senior Fellow | 2018–2021 | Regulatory/governance expertise |
| George Washington University Cisneros Hispanic Leadership Institute | Professor of Leadership; Senior Fellow | 2016–2018 | Leadership development |
| U.S. Department of the Army | Secretary of the Army (Clinton Administration) | Prior period (not dated in proxy) | Public policy and large organization leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DallasNews Corp. | Director | Current | Public company board experience |
| Meritage Homes Corporation | Director | Current | Public company board experience |
| Latino Corporate Directors Association | Board member | Current | Governance network; diversity leadership |
| Belay Associates, LLC & Everest Consolidator Acquisition Corp. | Senior Advisor | Since March 2021 | Private equity/SPAC advisory; finance and M&A exposure |
Board Governance
- Committee assignments: Nominating & Corporate Governance (member) and Risk (member) .
- Independence: Determined independent under NYSE listing standards .
- Attendance: In 2024 the Board met 5 times; each director attended at least 75% of the aggregate Board and applicable committee meetings. Committees met as follows: Audit/Compliance (8), Compensation (5), Nominating & Corporate Governance (6), Risk (6) .
- Board leadership: Board Chair is independent (no Lead Independent Director needed) .
- Overboarding policy: Directors limited to no more than four public boards; public-company executives limited to two .
- 2025 election result: Caldera was re-elected with 33,187,402 “For,” 2,089,903 “Against,” 16,936 “Abstain,” and 2,691,622 broker non-votes .
- Say-on-Pay: 2025 Annual Meeting advisory vote on NEO compensation received 33,391,975 “For,” 1,755,527 “Against,” 146,739 “Abstain” (broker non-votes 2,691,622) . Prior year proxy notes ~83% approval for 2023 .
Fixed Compensation
| Component | Amount | Detail | Source |
|---|---|---|---|
| Annual Board Cash Retainer (member) | $90,000 | Paid quarterly; no meeting fees | |
| Committee Member Retainers | $7,500 per committee | Nominating & Corporate Governance; Risk | |
| 2024 Cash Fees Earned (Caldera) | $105,000 | Base + committee retainers |
Performance Compensation
| Equity Award (Directors) | Grant Date | Units/Valuation | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs (member) | June 11, 2024 | 2,255 RSUs; $59.85 grant-date value per share; total $135,000 | Vest in full on May 20, 2025 | Chair receives $200,000; members $135,000 |
| Program update (2025) | — | +$10,000 increase to director equity award | — | Align to peer median |
| Deferral election (2024) | — | No deferral of cash or RSUs | — | Caldera elected not to defer in 2024 |
| Deferral election (2023) | — | Deferred 5% of cash retainer and 100% of RSU award | — | Alignment via NQDC participation |
Director RSUs are time-based and do not include performance metrics; directors may elect deferral via NQDC. Anti-hedging and anti-pledging apply to directors under Company policy .
Other Directorships & Interlocks
| Company | Relationship to GVA | Potential Interlock/Conflict |
|---|---|---|
| DallasNews Corp. | External media company | None disclosed with GVA customers/suppliers |
| Meritage Homes Corporation | External homebuilder | None disclosed with GVA customers/suppliers |
| LCDA | Non-profit | None disclosed |
| Belay Associates/Everest Consolidator | PE/SPAC advisory | No related-party transactions disclosed involving Caldera |
Expertise & Qualifications
- Skills matrix indicates strong experience in: financial expertise & literacy, capital structuring/project finance/M&A, strategic planning, human capital/executive compensation, enterprise risk management, project execution risk, legal/claims management, public sector contracting, ESG, cyber-security, and politics/public policy .
- Education: B.S. (U.S. Military Academy), MBA (Harvard Business School), J.D. (Harvard Law School) .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 1,500 | Less than 1% of outstanding shares |
| Deferred units | 7,076 | As of Dec 31, 2024 |
| Unvested RSUs | 2,263 | As of Dec 31, 2024 (vesting May 20, 2025) |
| Director ownership guideline | 5x annual Board cash retainer | Directors must hold 75% of shares until guideline met; all non-employee directors in compliance or retention |
| Hedging/Pledging | Prohibited | Applies to directors; policy covers hedging and pledging bans |
Governance Assessment
- Board effectiveness and engagement: Independent status, active committee service on Nominating & Governance and Risk, and at least 75% attendance support strong governance participation .
- Shareholder support signal: Re-elected with 33.19M “For” votes; Say-on-Pay support at 2025 meeting was strongly favorable based on reported vote counts, and prior year Say-on-Pay earned ~83% approval—indicative of constructive investor sentiment .
- Compensation alignment: Director pay structure balances cash retainers with annual time-based RSUs; ability to defer comp into NQDC enhances alignment. Year-over-year, Caldera deferred in 2023 but did not in 2024; equity award increased by $10,000 starting 2025 to align with peer median .
- Conflicts and related-party transactions: Company’s related-party policy requires Audit/Compliance Committee oversight; no Caldera-related transactions disclosed—no pledging or hedging permitted under policy, reducing alignment risk .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or say-on-pay issues. Overboarding risk appears contained under the Company’s policy (≤4 boards); Caldera’s current public company board roles remain within limits .