John Schauerman

About John P. Schauerman

Independent director at Primoris Services Corporation since November 2016; age 68. Former CFO (Feb 2008–Feb 2009) and EVP Corporate Development (Feb 2009–Dec 2012) at Primoris; earlier Senior Vice President at ARB, Inc., and Senior Vice President at Wedbush Morgan Securities. Education: MBA (Finance) Columbia University; BS Electrical Engineering UCLA; member of the UCLA School of Engineering Dean’s Executive Board. The Board has determined he meets SEC independence rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Primoris Services Corporation	Executive Vice President, Corporate Development	Feb 2009–Dec 2012	Led strategic planning and M&A evaluation/structuring
Primoris Services Corporation	Chief Financial Officer	Feb 2008–Feb 2009	Finance leadership; GAAP/internal control expertise
Primoris Services Corporation	Director	Jul 2008–May 3, 2013	Board service pre-current tenure
ARB, Inc. (Primoris predecessor)	Director	1993–Jul 2008	Long-standing board role
ARB, Inc.	Senior Vice President	From 1993	Operating leadership
Wedbush Morgan Securities	Senior Vice President	Prior to 1993	Investment banking for middle-market companies

External Roles

Organization	Role	Tenure	Committees/Impact
Ascent Industries Co (Nasdaq: ACNT)	Director	Since Jun 2020	Not disclosed in PRIM proxy
MYR Group (Nasdaq: MYRG)	Director	Mar 2016–Nov 2016	Not disclosed
Harmony Merger Corp (Nasdaq: HRMNU)	Director	Mar 2015–Jul 2017	Blank check co.
Wedbush Securities, Inc.	Director	Aug 2014–Feb 2018	Financial services
UCLA School of Engineering	Dean’s Executive Board member	Ongoing	Advisory/leadership

Board Governance

Item	Detail
Independence	Board determined he is independent under SEC/NYSE rules
Committee Assignments	Compensation Committee (Member); Strategy & Risk Committee (Chair)
Committee Meeting Activity (2024)	Compensation Committee: 4 meetings; Strategy & Risk Committee: 4 meetings
Attendance	Each director attended at least 75% of Board and applicable committee meetings in 2023 (individual rates not itemized)
Board Structure	Separate Chairman and CEO; Lead Independent Director in place
Retirement Policy	Mandatory director retirement age of 75
Interlocks	Company states no interlocking relationships between PRIM directors/executives and other boards/comp committees
Policies	Anti-hedging and short-selling prohibition; published Corporate Governance Guidelines and Code of Conduct

Fixed Compensation

Component	Amount/Terms	Source
Quarterly cash retainer	$22,500 per quarter ($90,000 annually)
Committee chair cash fee	$15,000 annually for non-employee chairs of committees other than Audit (Audit Chair $20,000; Chairman $120,000; Lead Independent Director $30,000)
Equity retainer (common stock)	Approximate value $32,500 per quarter ($130,000 annually), one-year contractual holding period; shares issued under 2023 Equity Incentive Plan
Reimbursements	Reasonable expenses for Board/committee meetings

2024 Non-Employee Director Compensation (Actual)

Director	Fees Earned or Paid in Cash	Stock Awards (Grant Date Fair Value)	Total
John P. Schauerman	$107,500	$151,950	$259,450

The proxy states the company has never issued stock options as director compensation and had no outstanding director equity awards as of Dec 31, 2024.

Performance Compensation

Metric/Design	Detail	Applicability to Directors
Director performance-based pay	Not disclosed; director compensation comprised of cash retainer and time-based common stock grants with holding requirement	No PSUs/options or performance metrics tied to director pay disclosed
Company clawback policy	Dodd-Frank compensation recovery policy adopted (Oct/Nov 2023) applicable to officers under Section 16	Not specified for directors; governance framework exists

Other Directorships & Interlocks

Company	Role	Dates	Interlock/Conflict Notes
Ascent Industries Co (ACNT)	Director	Since Jun 2020	PRIM states no interlocking relationships among its directors/executives with other boards
MYR Group (MYRG)	Director	Mar 2016–Nov 2016	Prior role; no current interlock
Harmony Merger Corp (HRMNU)	Director	Mar 2015–Jul 2017	Prior SPAC role
Wedbush Securities, Inc.	Director	Aug 2014–Feb 2018	Prior role

Expertise & Qualifications

Former CFO and EVP Corporate Development at PRIM; strong GAAP, internal controls, acquisition integration, and financial strategy expertise.
MBA (Finance) Columbia; BS (Electrical Engineering) UCLA; deep financial analysis and public company rule/regulatory knowledge.
Experience as director across multiple public companies; chair of PRIM Strategy & Risk Committee overseeing enterprise risk and M&A.

Equity Ownership

Holder/Structure	Shares	Notes
John P. Schauerman & Claudia H. Schauerman Family Trust	117,281	Owned directly by Family Trust; beneficially owned indirectly by John as trustee
Anti-Hedging/Pledging	Hedging and short-selling prohibited for directors; pledging not referenced	Policy established; no pledging disclosure found in proxy excerpts
Section 16(a) filings	One delayed Form 4 for John covering a common stock acquisition in 2024	Company noted delayed filings for several directors

Governance Assessment

Strengths: Independent status; chairs Strategy & Risk Committee with clear ERM/M&A oversight; structured director pay with one-year holding period on equity; anti-hedging policy; declassified board; mandatory retirement age; Lead Independent Director framework. These support alignment and board effectiveness.
Watch items: Historical executive role at PRIM (CFO and EVP) could raise perceived independence questions for some investors despite board’s independence determination; note one delayed Form 4 filing in 2024. Monitor continued robust independence practices and timely Section 16 reporting.
No red flags found in proxy excerpts regarding related-party transactions or share pledging specific to Schauerman; PRIM states no board interlocks. Continue surveillance of “Certain relationships and related transactions” disclosures in future proxies/10-Ks.