M. Craig Hall

About M. Craig Hall

M. Craig Hall is Executive Vice President, Chief Legal Officer, Corporate Compliance Officer, and Secretary of Granite Construction Incorporated. He is responsible for the Company’s risk management function and serves as Corporate Compliance Officer under the Board’s risk oversight framework . Hall has held increasingly senior legal roles at Granite since at least 2019 (Senior Vice President, General Counsel and Secretary), continued in that role in 2024, and was Executive Vice President, Chief Legal Officer and Secretary in 2025 . Company performance metrics tied to executive incentives emphasize EBITDA, operating cash flow (OCF) and safety; in 2024 Granite achieved EBITDA at 88% of target and OCF at 200% of target with a safety multiplier of 111%, driving a 122% payout for Named Executive Officers (NEOs) .

Past Roles

External Roles

Not disclosed in Company filings reviewed; no external directorships or outside roles for Hall were identified in the proxy or 8-Ks .

Fixed Compensation

• Program structure: Executive officer base salaries are set relative to market median (50th percentile), reviewed annually by the Compensation Committee with input from FW Cook; adjustments consider responsibility, tenure and performance .
• Hall-specific amounts: Hall is not listed as a Named Executive Officer; his individual base salary and target bonus are not disclosed in the proxy tables (which cover NEOs only) .

Performance Compensation

Company AIP metrics applicable to executive officers (as disclosed for NEOs):

Long-term incentives (LTIP) design and outcomes (Company-wide):

Notes:

• Individual NEO payouts for 2024 AIP were 122% of target; Hall’s personal payout is not disclosed (not an NEO) .
• In December 2024, the Committee added a ±10% individual performance modifier to 2025 AIP, capped at 200% of target .

Equity Ownership & Alignment

• Policies: Granite prohibits hedging transactions in Company securities and prohibits pledging Company stock as collateral, applicable to employees, officers, and directors; anti-hedging/pledging is codified in the Insider Trading Policy .
• Stock ownership guidelines: CEO 5x salary; CFO/COO 3x; other NEOs 2x; NEOs were in compliance as of 12/31/2024; guidelines also require 50% net share retention until guideline met .
• Vesting schedules: Time-based RSUs vest ratably over 3 years; performance RSUs earned for TSR/RONA vest 10 days post-grant settlement; dividend equivalents accrue to RSUs and settle upon vesting .
• Beneficial ownership: The proxy lists directors and NEOs individually and all execs/directors as a group; Hall’s individual beneficial holdings are not disclosed (not listed among NEOs/directors) .

Employment Terms

• Change-in-control (ERSP III): NEOs receive 2× base salary, 2× average bonus (3-year), 2× 401(k)/retirement contributions, and 2× average insurance premiums; double-trigger accelerated vesting of equity awards; outplacement and insurance up to two years; no tax gross-ups; payments reduced to 280G safe harbor if beneficial; non-solicitation and non-disparagement apply .
• Participation: ERSP III applies to NEOs; Hall’s participation is not disclosed in proxy materials .
• LTIP CIC: If unassumed, unvested awards vest; if assumed, double-trigger vesting upon termination without cause or for good reason within 24 months; performance awards deemed achieved as provided; Committee may cash out awards in a CIC .
• Clawback: Adopted Oct 2023 per SEC/NYSE rules; Granite will promptly recover erroneously awarded incentive compensation upon an accounting restatement .
• NQDC: NEOs, directors, and other key executives may defer salary and incentive compensation; includes investment options, Rabbi Trust, and distribution flexibility; eligibility categories disclosed (individual enrollments not specified for Hall) .

Performance & Track Record

• Annual incentive performance (2024): EBITDA below target (88%), OCF materially above target (200%), safety metrics yielded a 111% multiplier; total AIP payouts for NEOs were 122% of target .
• LTIP outcomes: 2021–2023 TSR at 65th percentile (150% payout) and 2022–2024 TSR at 71st percentile (182% payout); 2022–2024 RONA average 11.0% produced a 164.4% payout in RSUs .
• Risk oversight: The Chief Legal Officer (Hall) reports to Audit/Compliance Committee and the Board on enterprise, legal/compliance, and cybersecurity risks within Granite’s risk management framework .

Compensation Committee Analysis

• Peer group: 2024 benchmarking used 18 construction/engineering/materials peers (e.g., EMCOR, Tetra Tech, Primoris, KBR, Summit Materials, Construction Partners, Sterling, Dycom, Arcosa, Eagle Materials, MYR Group, Valmont) .
• Say-on-pay: 2023 say-on-pay approval was ~83% of votes cast; Committee kept the program structure while continuing to evaluate alignment with shareholder interests .
• Program orientation: Target total direct compensation set around market median; balanced AIP/LTIP mix with strict payout curves and linear interpolation to mitigate excessive risk-taking; safety embedded as a multiplier .

Investment Implications

• Alignment signals: Anti-hedging and anti-pledging policies reduce hedging/pledging risk; RSU structures with multi-year service vesting and performance-based RSUs settle post-performance, reinforcing long-term orientation .
• Retention/turnover risk: Robust CIC protections for NEOs (double-trigger, 2× cash components) support retention during strategic events; Hall’s CIC participation not disclosed, limiting assessment of his personal retention economics .
• Pay-for-performance rigor: 2024 AIP results show strong cash conversion and safety performance; LTIP outcomes reflect solid TSR and capital efficiency over multi-year periods—supportive of long-term value creation culture overseen by Hall in risk/compliance .
• Data gaps: Hall is not a Named Executive Officer; specific base salary, target bonus, individual equity grants, ownership, and Form 4 trading activity are not disclosed in the proxy, constraining direct analysis of his personal selling pressure and guideline compliance .