Carla Mashinski
Primoris ServicesAbout Carla Mashinski
Carla S. Mashinski, age 62, has served as an independent director of Primoris Services Corporation since March 2019 and currently chairs the Audit Committee and serves on the Compensation Committee . She is a CPA and certified project management professional with a B.S. in Accounting (University of Tennessee, Knoxville) and an Executive MBA (University of Texas, Dallas); she also holds a CERT Certification in Cybersecurity Oversight and is NACD Directorship Certified . The Board determined she is independent under SEC and NYSE rules, and designated her as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron LNG | Chief Financial Officer; later Chief Financial & Administrative Officer | Jul 2015–May 2022 | Executive oversight of finance/admin; energy infrastructure experience |
| SASOL (North America) | CFO & VP Finance and Information Management | 2014–Jul 2015 | Finance leadership in integrated energy |
| SBM Offshore, Inc. | VP Finance & Administration; U.S. CFO; Commercial & Contracts Manager | 2008–2014 | Offshore energy finance and contracts |
| Gulfmark Offshore | VP & Chief Accounting Officer; Controller | 2004–2008 | Accounting leadership in offshore services |
| Duke Energy | Finance/Accounting positions | 1999–2004 | Utility sector finance |
| Shell Oil Company | Finance/Accounting positions | 1985–1998 | Energy sector finance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| BKV Corporation (NYSE:BKV) | Director | Current | Audit & Risk Committee Chair; Compensation Committee member |
| Ranger Energy Services (NYSE:RNGR) | Director | Appointed Jan 1, 2024 | Audit Committee Chair; Nominating & Governance Committee member |
| Unit Corporation (NYSE:UNT) | Director | Prior | — |
| CARBO Ceramics | Director | Prior | — |
Board Governance
- Committee leadership and composition: Mashinski chairs Audit (members: Ching, Cook, Rodriguez) and is a member of Compensation (chair: Wagner; members: Mashinski, Schauerman) .
- Audit Committee independence and expertise: All four members are independent under NYSE and SEC rules; Mashinski, Ching, and Rodriguez are “financial experts” under SEC definitions .
- Meetings and attendance: In 2024, the Board held 4 meetings; each committee held 4 meetings; each Director attended at least 75% of Board/committee meetings; all Directors attended the 2024 Annual Meeting .
- Governance practices: Declassified Board; mandatory retirement age 75; Director stock ownership requirement; anti-hedging policy; independent Lead Director; clawback policy for executive incentive comp .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer (pre-July 2024) | $22,500 per quarter | For independent Directors |
| Quarterly equity (pre-July 2024) | ~$32,500 value per quarter | Common stock; one-year holding period; shares priced off 1-month average |
| Quarterly cash retainer (effective July 2024) | $25,000 per quarter | Approved by Compensation Committee July 2024 |
| Quarterly equity (effective July 2024) | ~$37,500 value per quarter | Common stock; one-year holding period; 2023 Equity Plan |
| Audit Committee Chair fee | $20,000 annual | Additional to retainers |
| Other Committee Chair fee (non-Audit) | $15,000 annual | Additional to retainers |
| Chairman of the Board fee | $120,000 annual | Applies to Board Chair (not Mashinski) |
| Lead Independent Director fee | $30,000 annual | Applies to Lead Director (not Mashinski) |
| Mashinski 2024 Director Pay | Amount |
|---|---|
| Fees earned or paid in cash (2024) | $112,500 |
| Stock awards grant-date fair value (2024) | $151,950 |
| Total (2024) | $264,450 |
The company states it has never issued stock options as Director compensation and there were no outstanding equity awards as of Dec 31, 2024; Director stock is subject to a one-year holding period .
Performance Compensation
- Directors’ equity awards are time-based common stock grants (contractual holding period), not performance-based RSUs/PSUs; no stock options or outstanding director equity awards as of Dec 31, 2024 .
- Compensation Committee engages independent advisors (Meridian) and oversees risks in compensation policies; clawback applies to executive incentive-based compensation per Dodd-Frank; anti-hedging policy prohibits derivatives/short sales .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Interlocks | The company discloses no interlocking relationships between members of its Board and any other company’s Board/Compensation Committee |
| Related party transactions | None requiring disclosure since Jan 1, 2024; Audit Committee reviews/approves any material related party transactions |
Expertise & Qualifications
- CPA; certified project management professional; CERT Cybersecurity Oversight Certification (Carnegie Mellon, SEI); NACD Directorship Certified .
- Designated Audit Committee financial expert; extensive executive finance, risk management, M&A, and compensation experience across energy infrastructure and services .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 22,222 shares |
| % of shares outstanding | Less than 1% (53,915,202 shares outstanding) |
| Pledging/arrangements | Company not aware of any arrangement or pledge that could result in a change in control |
| Director stock ownership requirement | Company maintains Director stock ownership requirement (specific multiples not disclosed in proxy) |
| Anti-hedging policy | Prohibits hedging/short sales and derivative transactions for Directors |
Insider Trades
| Date | Type | Shares | Notes/Source |
|---|---|---|---|
| Jun 12, 2024 | Sale | 3,883 | Director sale disclosed; transaction value reported in media |
| 2024–2025 | Form 4 filings | — | Proxy notes two delayed Form 4 filings for Ms. Mashinski covering common stock acquisitions; indicates occasional compliance lapses |
| Feb 22, 2025 | Acquisition | — | Form 4 filed reporting director stock grant/acquisition; details available on EDGAR |
Note: Quarterly director equity grants are structured as common stock with one-year holding; values per quarter set by Compensation Committee policy .
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation; robust Audit remit including cybersecurity oversight; independent Compensation Committee with an outside consultant (Meridian) and stated risk controls; Director stock ownership requirements and anti-hedging policy support alignment; full Board/committee activity (4 meetings each) and ≥75% attendance, plus full Annual Meeting attendance .
- Alignment: Mix of cash and equity compensation, with equity paid quarterly and one-year holding period; additional fee for Audit Chair compensates technical oversight role; 2024 total pay of $264,450 reflects standard independent director compensation scale at PRIM .
- External roles/conflict screening: Multiple energy-sector directorships (BKV, RNGR) increase industry expertise but could introduce perceived network proximity; company reports no related-party transactions and no interlocking relationships, mitigating conflict risk .
- Red flags: Proxy discloses two delayed Section 16 Form 4 filings for Mashinski (administrative compliance lapse); monitor future timeliness of insider reporting . No other legal proceedings or related-party exposures disclosed .
