Staci M. Woolsey
GRANITE CONSTRUCTIONAbout Staci M. Woolsey
Executive Vice President and Chief Financial Officer of Granite Construction (GVA) since September 16, 2024; joined Granite in June 2021 and served as Chief Accounting Officer from January 2022 to September 2024 . Age 48; B.S. in Accounting from the University of Idaho; Certified Public Accountant . Prior roles include VP/Corporate Controller and Chief Accounting Officer at MDC Holdings and Controller roles at AECOM’s Energy, Infrastructure & Industrial Construction division, underscoring deep public company controls and capital project accounting experience . Performance context: 2024 AIP (company-wide) achieved OCF/Revenue at 12% vs 7% target and a safety multiplier of 111%, while EBITDA came in at 88% of target, yielding a 122% AIP payout for NEOs including Woolsey; Granite’s 3-year TSR ranked at the 71st percentile for the 2022–2024 cycle (182% payout) and RONA averaged 11.0% for 2022–2024 (164.4% payout) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Granite Construction | Executive Vice President & CFO | Sep 2024–present | Finance leadership for vertically integrated construction and materials portfolio |
| Granite Construction | Chief Accounting Officer | Jan 2022–Sep 2024 | Led public company reporting and controls during operating structure reorg |
| Granite Construction | Accounting leadership (non-officer) | Jun 2021–Dec 2021 | Transition into Granite’s public-company control environment |
| MDC Holdings, Inc. | VP & Corporate Controller; VP, Corporate Controller & CAO | Dec 2018–Jun 2021 | Public company controller and CAO responsibilities |
| AECOM (EII) | VP & Controller, Energy, Infrastructure & Industrial Construction | Feb 2016–Dec 2018 | Division-level controls for large capital projects |
External Roles
- No public company board roles disclosed in company filings for Ms. Woolsey .
Fixed Compensation
| Component | Detail | Amount/Rate | Date/Period |
|---|---|---|---|
| Base salary rate | Prior role (CAO) | $400,000 | FY 2023 |
| Base salary rate | CAO adjustment | $440,000 | Effective Jan 1, 2024 |
| Base salary rate | CFO promotion | $500,000 | Effective Sep 16, 2024 |
| Salary paid | 2024 (prorated) | $453,462 | FY 2024 |
| Perquisites | Vehicle allowance | $12,000 | FY 2024 |
| Perquisites | Insurance (medical/dental/vision/LTD/Life, etc.) | $22,464 | FY 2024 |
| Other | 401(k) match | $20,700 | FY 2024 |
| Other | RSU dividend equivalents | $2,249 | FY 2024 |
Performance Compensation
Annual Incentive Plan (AIP) Framework and Results (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Effect |
|---|---|---|---|---|---|---|
| EBITDA | 80% | $315.2mm | $394.0mm | $472.8mm | $374.8mm | 88% of target |
| Operating Cash Flow as % of Revenue | 20% | 4.9% | 7.0% | 9.1% | 12.0% | 200% of target |
| Safety multiplier (ORIR/DART, 50/50) | Applied to financials | 90% | 110% | 115% | ORIR 0.68; DART 0.35 | 111% multiplier |
| Individual AIP Outcome | Target ($) | Actual ($) | Payout (% of Target) |
|---|---|---|---|
| Staci M. Woolsey (weighted target due to role change) | $289,215 | $353,947 | 122% |
Notes:
- Target bonus % increased from 60% (pre-promotion) to 70% upon CFO promotion; weighted average target for 2024 was 64% .
Long-Term Incentive Plan (LTIP) 2024–2026 Design
| Component | Weight | Payout range | Vesting mechanics |
|---|---|---|---|
| 3-year Relative TSR | 50% | 0–200% | RSUs paid post-period, cliff vest 10 days after grant |
| 3-year Capital Efficiency (RONA) | 25% | 0–200% | RSUs paid post-period, cliff vest 10 days after grant |
| Time-based RSUs | 25% | n/a | 3 annual ratable tranches from grant date |
| Individual LTIP target (2024–2026) | Amount |
|---|---|
| Staci M. Woolsey (increased on CFO promotion) | $650,000 |
LTIP Performance Outcomes Earned/Granted
RONA performance (Jan 1, 2022–Dec 31, 2024)
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| 3-year Avg RONA | 6.1% | 9.1% | 12.1% | 11.0% | 164.4% of target |
| Participant | Target RONA Incentive ($) | Actual ($) | RSUs Awarded |
|---|---|---|---|
| Staci M. Woolsey | $73,150 | $120,259 | 3,216 (at $37.39 divisor) |
TSR performance (Jan 1, 2022–Dec 31, 2024)
| TSR Percentile | Payout (% of Target) |
|---|---|
| 71st percentile | 182% |
| Participant | Target TSR Incentive ($) | Actual ($) | RSUs Awarded |
|---|---|---|---|
| Staci M. Woolsey | $146,300 | $266,266 | 7,121 (at $37.39 divisor) |
Time-based RSUs (2024 grants)
| Grant | Amount ($) | RSUs | Vesting |
|---|---|---|---|
| Annual grant (Mar 14, 2024) | $100,000 | 1,836 | 3 equal annual installments from Mar 14, 2025 |
| Promotion grant (Nov 5, 2024) | $100,000 | 1,094 | 3 equal annual installments from Nov 5, 2025 |
Equity Ownership & Alignment
- Stock ownership guidelines: CFO required minimum 3x annual base salary; all NEOs are in compliance (attained or via 50% net share retention until compliant) measured with average stock price over the year . Anti-hedging and anti-pledging policies prohibit hedging and pledging of company stock .
| Outstanding Equity Awards at FY-end (Dec 31, 2024) | Unvested RSUs | Market Value |
|---|---|---|
| Staci M. Woolsey | 5,025 | $440,743 (at $87.71) |
Vesting schedule for outstanding RSUs
| Date | RSUs vesting |
|---|---|
| Mar 14, 2025 | 2,055 |
| Jul 21, 2025 | — |
| Nov 5, 2025 | 364 |
| Mar 14, 2026 | 1,260 |
| Nov 5, 2026 | 365 |
| Mar 14, 2027 | 616 |
| Nov 5, 2027 | 365 |
Stock vested in 2024
| Shares vested | Value realized |
|---|---|
| 1,697 | $99,058 |
Non-Qualified Deferred Compensation: Ms. Woolsey elected not to participate in the NQDC Plan for 2024 .
Employment Terms
- Appointment: CFO effective September 16, 2024; joined Granite June 2021; CAO Jan 2022–Sep 2024 .
- Clawback: Adopted October 2023; recovery of erroneously awarded incentive-based compensation upon an accounting restatement (per SEC/NYSE rules) .
- Change-in-control (ERSP III): Double-trigger. If terminated without cause or resigns for good reason within two years post-CIC, receives lump sums equal to 2× base salary, 2× average annual incentive bonus (prior 3 years), 2× average employer retirement contributions, 2× average annual premium cost of group benefits, accelerated vesting per equity plan (or conversion to RSUs with time-based vesting), and outplacement; no tax gross-ups; payments capped to Section 4999 safe harbor; 2-year non-solicit and non-disparagement .
Potential payments upon termination in connection with a change-in-control (illustrative, as of Dec 31, 2024)
| Component | Amount ($) |
|---|---|
| Cash severance (2× salary + 2× avg bonus) | $1,534,498 |
| Insurance benefits (2× avg annual premium cost) | $38,508 |
| Other compensation (2× avg employer retirement contributions) | $39,600 |
| Accelerated equity awards (per equity plan rules; valued at $87.71) | $2,700,240 |
| Total | $4,312,846 |
Compensation Peer Group (benchmarking context)
Peer group used for 2024 target compensation (industry-specific, updated in 2024): Arcosa; Comfort Systems USA, Inc.; Construction Partners, Inc.; Cornerstore Building Brands; Dycom Industries, Inc.; Eagle Materials; EMCOR Group Inc.; Great Lakes Dredging and Docks; IES Holdings; KBR, Inc.; MasTec, Inc.; MYR Group, Inc.; Primoris Services Corporation; Sterling Construction; Summit Materials; Tetra Tech; Tutor Perini Corporation; Valmont Industries, Inc. Granite targets total direct compensation around the 50th percentile vs peers .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval for 2023 compensation: ~83% of votes cast; Compensation Committee retained core design and continues to evaluate alignment .
Risk Indicators & Red Flags
- Hedging and pledging prohibited (alignment positive) .
- Clawback policy in place (governance positive) .
- No discretionary bonuses awarded under Flexible Bonus Policy in 2024 (discipline) .
- Change-in-control payouts are meaningful (>$4.3m illustrated), but no tax gross-ups and 4999 safe harbor cap reduce shareholder-unfriendly optics .
Investment Implications
- Pay-for-performance alignment is strong: AIP and LTIP tied to EBITDA/OCF, safety, RONA and relative TSR; 2022–2024 LTIP outcomes (RONA 164%, TSR 182%) reinforce variable pay linkage to long-term value creation .
- Insider supply windows: Upcoming vesting tranches on 3/14/2025–2027 and 11/5/2025–2027 may create selling pressure around those dates (subject to tax withholding and personal elections); monitor trading plans and Form 4 activity near vest dates .
- Retention and severance economics: Double-trigger CIC protections (2× cash plus benefits and equity acceleration) and two-year non-solicit provide retention but imply potential costs in a transaction; no gross-ups mitigate governance risk .
- Governance and ownership: CFO subject to 3× salary ownership guideline; anti-hedging/pledging and clawback policies indicate solid alignment and risk controls; compliance confirmed as of year-end 2024 .