John M. Perisich
Executive Vice President, Chief Legal and Administrative Officer and Secretary at 
Primoris Services
Primoris ServicesExecutive
About John M. Perisich
Executive Vice President, Chief Legal and Administrative Officer and Secretary at Primoris Services Corporation; Age 60; with Primoris/ARB since 1995 after practicing law at Klein, Wegis; B.A. UCLA (1987) and J.D. Santa Clara University (1991) . Company performance context during his senior leadership tenure: 2024 delivered record revenue of $6.4 billion (+11% YoY), record backlog of $11.9 billion, and strong operating cash flow of ~$508 million; full-year net income was $188.1 million; safety TRIR was 0.50 vs industry 2.30 . Pay-versus-performance shows total shareholder return of a $100 prim investment rising to 359.64 by 2024 with operating income and net income growth over 2020–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primoris Services Corporation | EVP, Chief Legal and Administrative Officer & Secretary | Mar 2024–present | Expanded remit over legal and administrative functions; corporate secretary responsibilities supporting Board governance . |
| Primoris Services Corporation | EVP, Chief Legal Officer | May 2013–Mar 2024 | Led legal oversight through multi-year growth and acquisitions; institutionalized governance processes . |
| Primoris Services Corporation | SVP & General Counsel | Jul 2008–May 2013 | Transitioned to public company governance post-SPAC merger; strengthened compliance . |
| Primoris Corporation / ARB, Inc. | VP & General Counsel | Feb 2006–Jul 2008; prior VP & GC at ARB, Inc. | Supported legal frameworks for construction operations; risk management and contracting . |
| ARB, Inc. | Joined company | 1995 | Long-term institutional knowledge of business, contracting, and safety culture . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Klein, Wegis (Bakersfield, CA) | Practicing attorney | Not disclosed (before 1995) | Litigation and corporate legal experience prior to joining ARB/Primoris . |
Fixed Compensation
| Metric (2024) | Value |
|---|---|
| Base Salary | $575,673 |
| Target Bonus (% of Base) | 100% |
| Actual Annual Incentive (AIP) Paid | $1,085,066 |
| Other Compensation (Total) | $61,773 |
| Perquisites – Auto Allowance | $14,750 |
| Perquisites – Personal Aircraft Use | $19,778 |
| Company-Paid Health Care Portion | $13,445 |
| Company 401(k) Contribution | $13,800 |
Multi-year compensation summary:
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $525,039 | $550,385 | $575,673 |
| RSUs ($) | $257,345 | $461,285 | $390,793 |
| PSUs ($) | — | $1,383,773 | $725,720 |
| Non-Equity Incentive ($) | $601,786 | $688,971 | $1,085,066 |
| All Other Compensation ($) | $86,659 | $134,073 | $61,773 |
| Total ($) | $1,470,829 | $3,218,487 | $2,839,025 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure and outcomes for Perisich:
| Metric | Weighting | Target | Actual | Achievement % | Payout ($) |
|---|---|---|---|---|---|
| Net Income | 60% | $142.1m | $177.4m | 200.0% | $690,808 |
| New Business Generated | 20% | $6,509.1m | $7,712.3m | 192.4% | $221,556 |
| Cash Management (days) | 10% | 70.0 days | 52.0 days | 200.0% | $115,135 |
| Safety (TRIR) | 10% | 0.54 | 0.48 | 155.6% | $89,549 |
| Aggregate AIP Award | — | AIP Target: $575,673 | — | 188.5% of target | $1,085,066 |
Long-Term Incentive Plan (LTIP) – 2024 metrics and awards:
- LTIP design: 65% PSUs and 35% RSUs; RSUs vest 25% after year one, 25% after year two, 50% after year three; PSUs cliff vest 100% after year three based on performance (2024 design) .
- No stock options granted in 2024 (or option-like awards) .
LTIP PSU outcomes for 2024 performance period:
| Component | PSU Target Shares | Weight | Performance Target | Actual | Achievement % | Shares Earned |
|---|---|---|---|---|---|---|
| Cumulative Net Income | 12,578 | 70% | $242.7m | $304.6m | 200.0% | 17,610 |
| Operating Margin % | 12,578 | 30% | 4.80% | 4.95% | 115.6% | 4,363 |
2024 Grants of plan-based awards (grant date 3/1/2024):
| Award Type | Grant Date | Units | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (target) | 3/1/2024 | 18,368 | $1,001,267 |
| RSUs | 3/1/2024 | 9,891 | $390,793 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 160,909 shares; <1% of outstanding |
| Unvested RSUs (12/31/2024) | 25,724; MV $1,965,314 at $76.40/share |
| PSU Unearned (Max Scenario) | 112,210; payout value $8,572,844 at $76.40/share (SEC instruction shows max for disclosure; target outstanding PSUs 56,105) |
| Upcoming RSU Vesting | 9,919 shares vested Mar 1, 2025; 10,860 vest Mar 1, 2026; 4,945 vest Mar 1, 2027 |
| Stock Ownership Guidelines | CEO 5x base salary; other executive officers 3x base salary; five-year compliance window; includes unvested RSUs in measurement |
| Anti-Hedging Policy | Prohibits speculative transactions (collars, swaps, short sales, etc.) for directors and executive officers |
| Clawback (Dodd-Frank) | Recovery of erroneously awarded incentive-based compensation on accounting restatement; applies to Section 16 officers |
| Insider Trading Policy | Policy filed; applies broadly to officers/directors; governs trading windows and restrictions |
| Pledging | No pledge or arrangement noted that could result in change of control; not otherwise disclosed for executives |
Employment Terms
Potential payments upon termination (assumed event on 12/31/2024):
Without cause or death/disability:
| Component | Amount |
|---|---|
| Base Salary Lump Sum | $580,000 (1× base) |
| Equity Acceleration | $4,675,476 (RSUs/PSUs; PSUs at target, pro-rated) |
| Annual Bonus | $1,085,066 (bonus for calendar year) |
| Health Care Benefits | $48,490 (up to 1 year) |
| Accrued Vacation | $55,769 |
| Total | $6,420,556 |
Termination in connection with a change in control (double-trigger):
| Component | Amount |
|---|---|
| Base Salary Lump Sum | $1,160,000 (200% of base) |
| Equity Acceleration | $6,251,736 (RSUs/PSUs; PSUs assumed at target for disclosure) |
| Target Bonus Lump Sum | $1,151,347 (200% of target bonus) |
| Health Care Benefits | $48,490 (up to 24 months) |
| Accrued Vacation | $55,769 |
| Total | $8,667,342 |
Other terms:
- No excise tax gross-up; anti-hedging; clawback policy; no guaranteed minimum annual cash incentive payments .
- Compensation Committee independently oversees employment/severance terms and uses independent consultant (Meridian) with no conflicts .
Performance & Track Record
Company pay-versus-performance (context):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| PRIM TSR (Value of $100) | 125.72 | 110.16 | 101.97 | 155.60 | 359.64 |
| Peer Group TSR (Value of $100) | 122.63 | 168.84 | 155.90 | 184.08 | 286.45 |
| Net Income ($000s) | 104,983 | 115,739 | 133,021 | 126,145 | 180,888 |
| Operating Income ($000s) | 163,949 | 170,151 | 195,338 | 253,073 | 317,452 |
2024 business highlights reinforcing execution: record revenue ($6.4B), record backlog ($11.9B), strong operating cash flow (~$508M), and safety performance (TRIR 0.50 vs industry 2.30) .
Compensation Structure Analysis
- Shift toward performance equity: 2024 LTIP equity mix 65% PSUs, 35% RSUs, with PSUs cliff vesting after year three, increasing at-risk pay tied to cumulative net income and operating margin outcomes .
- AIP heavily weighted to hard financial metrics (Net Income 60%, New Business 20%, Cash Management 10%) plus safety performance (TRIR 10%), producing 188.5% of target payout for Perisich based on better-than-target performance and Committee discretion to moderate total .
- No options repricing and no options granted in 2024 (reduces headline risk) .
- Independent consultant engaged (Meridian) with no conflicts; Board emphasizes clawback and anti-hedging policies to align incentives .
Governance, Related Party & Say-on-Pay
- No related party transactions requiring disclosure since Jan 1, 2024 .
- Board recommends FOR Say-on-Pay; compensation philosophy emphasizes performance-linked incentives and long-term alignment .
- Committee structure: Compensation Committee chaired by Patricia K. Wagner; members independent; oversight of human capital and compensation risk .
Equity Ownership & Vesting Pressure Indicators
- Upcoming RSU vesting dates and amounts (Mar 1, 2026: 10,860; Mar 1, 2027: 4,945) may lead to share deliveries; PSUs from 2024 grant cliff vest after three-year performance period (ending Dec 31, 2026) subject to outcomes; anti-hedging policy prohibits derivative hedging .
- No pledging arrangements disclosed; insider trading policy governs trading conduct .
Investment Implications
- Alignment: Strong pay-for-performance linkage via AIP and PSU metrics (net income, new business, cash), and safety; stock ownership guidelines (3x salary for executive officers) plus clawback and anti-hedging policies support long-term alignment .
- Retention risk: Significant unvested RSUs/PSUs and defined severance/change-in-control protections (double-trigger) promote retention; upcoming vest schedules could create periodic supply from share delivery but do not indicate pledging/hedging risk .
- Execution signals: Company-level record revenue, backlog, cash generation in 2024 and improving operating income align with above-target incentive outcomes, suggesting incentives are tuned to operational and financial performance .
